Royalty-Free Print Schema Specification License Agreement
This is a legal agreement (Agreement) between the user of the Specification (either an individual or an entity) ("Company"), and Microsoft Corporation ("Microsoft") (collectively the "Parties"). If Company wants a license from Microsoft to implement the Print Schema specification ("Specification") (as defined below), Company must show its acceptance by providing notice in its distribution as provided in Section 2.3. This is an offer to be accepted only on the terms set forth in this Agreement. If Company changes this Agreement, the offer is revoked.
1.1 "Affiliate" means any entity that is directly or indirectly controlled by, under common control with or that controls the subject Party. For purposes of this definition control means direct or indirect ownership of or the right to exercise (a) greater than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of the subject entity; or (b) greater than fifty percent (50%) of the ownership interest representing the right to make decisions for the subject entity.
1.2 "Company Implementation" means only those specific portions of Company Products that (i) fully implement all required portions of the Specification, (ii) are fully compliant with the Specification, and (iii) are branded with a trademark owned or controlled by Company.
1.3 "Company Product" means a product, branded with a trademark owned or controlled by Company or a trademark owned or controlled by an entity for whom the Company is an OEM of the Company Product, that includes a Company Implementation.
1.4 "Effective Date" means the date that Company first uses the Specification and complies with the terms and conditions of this Agreement.
1.5 "End User" means a third party customer to whom a copy of Company Implementation is licensed or otherwise provided for such customer's own use, and not for further sublicense or distribution.
1.6 "Necessary Claims" means claims of a patent or patent application that (a) are owned or controlled by Microsoft or its Affiliates now or at any future time; and (b) are necessarily infringed by implementing the required portions of the Specification, wherein a claim is necessarily infringed only when it is not possible to avoid infringing it because there is no technically reasonable non-infringing alternative for implementing such portions of the Specification. Notwithstanding the foregoing sentence, Necessary Claims do not include any claims: (i) other than those set forth above even if contained in the same patent as Necessary Claims; (ii) that, if licensed, would require a payment of royalties by Microsoft to an unaffiliated third party; (iii) to any enabling technologies that may be necessary to make or use any product or portion thereof that implements the Specification (e.g., operating system technologies, protocols, data structures); (iv) covering the implementation of other published specifications developed elsewhere and referred to in the body of the Specification; or (v) to any portions of any product and any combinations thereof the purpose or function of which is not required for compliance with the Specification.
1.7 "Specification Licensee" means any entity that fully complies with this Agreement without modification and shows its acceptance by providing notice in its distribution as provided in Section 2.3.
1.8 "Specification" means the specifications found at
2. License Grants
2.1 Copyright License. Subject to Section 2.3 and 2.4, Microsoft hereby grants Company under Microsoft's copyrights in the Specification a non-exclusive, royalty-free, non-transferable, non-sublicensable, personal, worldwide license to: (a) make copies of the Specification for use in developing Company Implementations, and (b) make and distribute such copies for distribution along with Company Implementations distributed in accordance with Sections 2.3 and 2.4, provided that all reproductions thereof shall include (1) all copyright notices and disclaimers contained in the Specification; and (2) the link to the Specification set forth in Section 2.3.
2.2 Patent License. Subject to Section 2.3 and 2.4, Microsoft hereby grant Company a non-exclusive, royalty-free, non-transferable, non-sublicenseable, personal, worldwide license under Microsoft's Necessary Claims to make, use, import, offer to sell, sell and distribute directly or indirectly to End Users, Company Implementations compliant with the Specification.
2.3 Distribution Notices. By including the below notices, Company will be deemed to have accepted the terms and conditions of this license. Company is not licensed to distribute Company Implementation under license terms and conditions that prohibit the terms and conditions of this license.
2.3.1 Company Implementation Distribution. If Company distributes, licenses, or sells a Company Implementation, this license is conditioned upon Company prominently displaying the following notice in all copies and derivative works of the documentation, and licenses associated with Company Implementation:
|This product is based on Microsoft Print Schema technology. You may find the terms and conditions upon which Microsoft is licensing such intellectual property at http://go.microsoft.com/fwlink/?LinkId=83288.|
2.3.2 Source Code Distribution. Company also has a non-transferable, non-sublicensable, personal, license to distribute or otherwise disclose source code copies of such Company Implementation licensed in Section 2.2 only if Company (i) prominently displays the following notice in all copies of such source code, and (ii) distributes or discloses the source code only under a license agreement that includes the following notice as a term of such license agreement, and does not include any other terms that are inconsistent with, or would prohibit, the following notice:
|This source code may incorporate intellectual property owned by Microsoft Corporation. Our provision of this source code does not include any licenses or any other rights to you under any Microsoft intellectual property. If you would like a license from Microsoft (e.g., to rebrand or redistribute), you need to contact Microsoft directly.|
2.4 Defensive Suspension. If Microsoft or any of its Affiliates is sued for patent infringement by Company on account of the manufacture, use, sale, offer for sale, importation or other disposition or promotion of a fully compliant implementation of the Specification, then Microsoft may terminate all license grants and any other rights provided under this Agreement to Company and such Company's Affiliates.
2.5 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Microsoft. No additional rights are granted by implication or estoppel or otherwise.
3. Term. Except as set forth herein, this Agreement and the license grants herein are effective as of the Effective Date and terminate upon the last of Microsoft's Necessary Claims to expire. The license grants do not include a release for any infringement occurring prior to the Effective Date.
4. Representations and Disclaimers of Warranty
4.1 Company represents and warrants that the person accepting this Agreement on behalf of Company and its Affiliates is authorized to do so, that Company is authorized to enter into this Agreement, and that this Agreement is a binding obligation of Company and its Affiliates.
4.2 DISCLAIMERS. THE SPECIFICATION AND ALL INTELLECTUAL PROPERTY DELIVERED AND/OR LICENSED BY MICROSOFT AND ITS AFFILIATES TO COMPANY PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MICROSOFT AND ITS AFFILIATES DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
5. LIMITATION OF LIABILITY. MICROSOFT AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES EVEN IF MICROSOFT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
6.1 No Partnership, Joint Venture or Franchise. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise as defined in the Washington Franchise Investment Protection Act, RCW 19.100, as amended, or 16 CFR Section 436.2(a), or any similar laws in other jurisdictions.
6.2 Export Regulations. Company acknowledges that implementations of the Specification may be subject to U.S. export jurisdiction and other applicable national or international laws. Company agrees to comply with all applicable international and national laws that apply to the Specification, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments, and privacy laws. See
6.3 Governing Law; Jurisdiction; Attorneys Fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and Company consents to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case Company consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington. Company waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.
6.4 Assignment. Company may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the express written consent of Microsoft, and any attempted assignment by Company in violation of this Section shall be void. For purposes of this Agreement, an assignment by Company under this Section shall be deemed to include, without limitation, each of the following: (a) a change in beneficial ownership of Company of greater than twenty percent (2O%) (whether in a single transaction or series of transactions) if Company is a partnership, trust, limited liability company or other like entity; (b) a merger of Company with another entity, whether or not Company is the surviving entity; (c) the acquisition of more than twenty percent (2O%) of any class of Company's voting stock (or any class of non-voting security convertible into voting stock) by another entity (whether in a single transaction or series of transactions); and (d) the sale or other transfer of more than fifty percent (50%) of Company's assets (whether in a single transaction or series of transactions). In the event of such assignment or attempted assignment by Company, Microsoft shall have the right to immediately terminate this Agreement and/or any license grants to Company.
6.5 Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable (other than Sections 2.3 and 2.4), such provision and the rest of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the Agreement will continue in full force and effect. In the event that a court of competent jurisdiction finds that Sections 2.3 and 2.4 are unenforceable, this entire Agreement and any licenses granted hereunder shall be rendered null and void. Failure by a Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
6.6 Trademark/Logo Usage. Nothing herein grants Company any right to use or display any Microsoft trademark or logo in connection with a Company Implementation or Company Product.
6.7 No Requirement to Implement. Nothing in this Agreement shall be construed as requiring Company to use or implement the Specification, or limit the Parties from competing in any way without infringing each others' intellectual property, including engaging in activities, independently or with others, that may be deemed competitive with the Specification.
6.8 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Company and Microsoft by their respective duly authorized representatives.