CIPURSE™ Specification Evaluation License Licensing Agreement
Please read the following important notice as well as the following terms and conditions “Terms and Conditions”) carefully before clicking "I agree to these terms".
Access to the CIPURSE™ Specification and certain accompanying software (collectively, “Licensed Material”) requires that you confirm that you have read and accept the Terms and Conditions by clicking “I agree to these terms”, whilst acting to obtain the Licensed Material in the interest and on behalf of a commercial entity ("User").
By clicking ”I agree to these terms”, you represent and warrant, in your own name and on your own behalf, that User is a commercial entity (whether incorporated or unincorporated), that you are duly authorized to act in the name and on behalf of User and that the data which you have entered on OSPT Alliance's website to identify yourself and User ("User Data") are true, accurate and complete ("Representation").
In addition, by clicking “I accept to these terms”, you agree, in the name and on behalf of User, (i) to have read and understood this important notice, and (ii) to be authorized to enter into and be bound by this Licensing Agreement with OSPT - Open Standard for Public Transportation Alliance e.V., a German association ("OSPT Alliance"), as set forth below in Sections 1.1 et seq. ("Licensing Agreement").By clicking “I agree to these terms”, User consents to the following Licensing Agreement with OSPT Alliance:
1.1 “Licensing Agreement” shall mean this CIPURSE™ Specification Evaluation License Agreement including all of its annexes.
1.2 “CIPURSE™ Specification” shall mean the Specification as defined in the Articles of Association (Exhibit A).
1.3 “Confidential Information” shall have the meaning ascribed to it in Section 9.1.
1.4 “Documentation” means the user manuals and/or all other information related to the Licensed Software, in either printed or machine readable form, as specified in Annex 2 to this Licensing Agreement.
1.5 “Licensed Binary” shall mean the software specified in Annex 3 to this Licensing Agreement.
1.6 “Licensed Material” shall mean the CIPURSE™ Specification, Licensed Binary, Licensed Software and Modified Software, collectively.
1.7 “Licensed Software” shall mean the software specified in Annex 1 to this Licensing Agreement.
1.8 “Modified Software” shall mean software that is derived from Licensed Software by the User in accordance with the license rights granted pursuant to Section 3, in order to make the Licensed Software compliant with a revised version of the CIPURSE™ Specification.
1.9 "Subsidiary" shall mean an entity more than fifty percent (50%) of whose outstanding shares or ownership interests are directly or indirectly owned or controlled by the relevant entity, provided that such entity shall constitute a Subsidiary of the relevant entity only so long as ownership or control exists.
2 Condition Precedent
2.1 User recognizes and agrees that the Licensed Material constitutes proprietary and confidential information either of or licensed to OSPT Alliance, and that the OSPT is entitled to grant non-exclusive licenses to the Licensed Material.
2.2 Please note that, by clicking “I agree to these terms”, User does not automatically receive any license or right set forth in this Licensing Agreement since all licenses and rights to and of User under this Licensing Agreement are subject to the condition precedent of a successful export control check conducted by OSPT Alliance. This condition precedent shall be deemed fulfilled upon User's notification by OSPT Alliance in writing or via email of the successful export control check and/or the provision of means to access the Licensed Material. It is only upon such notification and/or provision of means to User by OSPT Alliance that the licenses and rights to and of User under this Licensing Agreement enter into full force and effect.
2.3 Should the export control check render a negative result or should OSPT Alliance have reason to believe that User Data is insufficient or not accurate enough to conduct the export control check, OSPT Alliance reserves the right to withdraw with immediate effect from this Licensing Agreement. Should User not have received a corresponding notification and/or provision of means by OSPT Alliance within a period of ninety (90) days after submitting the evaluator application or the account registration form, OSPT Alliance shall be deemed to have been entitled to withdraw from the Licensing Agreement and to have executed such right.
3 CIPURSE™ Specification License
3.1 Subject to the Terms and Conditions of this Licensing Agreement, OSPT Alliance hereby grants to User a non-exclusive, non-transferable, non-sub-licensable, royalty-free, limited license to use the CIPURSE™ Specification for internal evaluation purposes only.
3.2 This license does not include the right (i) to modify the CIPURSE™ Specification and/or create derivative works based on the CIPURSE™ Specification; or (ii) to develop, have developed, manufacture, have manufactured and/or sell or have sold products and/or services that are compatible with the CIPURSE™ Specification.
3.3 Except as otherwise set forth in this Licensing Agreement, this license is granted subject to the following conditions: (i) that all pages of all copies must reproduce the copyright notice in full; (ii) that OSPT Alliance shall not have any responsibility or liability whatsoever to User or any other party resulting from or in connection with the use of the CIPURSE™ Specification; (iii) that User cannot and shall not rely on the accuracy, completeness or finality of the CIPURSE™ Specification; (iv) that OSPT Alliance's willingness to provide the CIPURSE™ Specification does not in any way convey or imply any responsibility for any product or service or development in accordance with the CIPURSE™ Specification and OSPT Alliance specifically disclaims any such responsibility to any party; and (v) User agrees to keep the CIPURSE™ Specification strictly confidential and only disclose the same to its employees who need to know the CIPURSE™ Specification for purposes of internal evaluation and who are bound by respective confidentiality obligations.
3.4 The CIPURSE™ Specification may not be copied or disseminated to any third party, except that, subject to Section 9, permission is granted to internally disseminate copies within the organization of User on a "need-to-know" basis. For the avoidance of doubt, third parties in the aforementioned sentence also include User's affiliated companies in the meaning of 15 of the German Stock Company Act (Aktiengesetz). All rights that are not expressly granted herein are reserved by OSPT Alliance.
3.5 User acknowledges and agrees that the CIPURSE™ Specification may reference or otherwise be subject to third-party intellectual property rights (including, without limitation, patents and utility models) that are required to use the products, methods and/or information described in the CIPURSE™ Specification; and/or to provide products and/or services developed based upon and/or in connection with the CIPURSE™ Specification. User is solely responsible for identifying such third-party intellectual property rights and obtaining any licenses therein that may be required for use or provision described above.
4 Software License
4.1 Subject to the terms and conditions of this Licensing Agreement, OSPT Alliance hereby grants to User for internal evaluation purposes only a worldwide, non-exclusive, non-transferable and royalty-free license to:
- use Licensed Binary, Licensed Software and/or Modified Software; and
- modify Licensed Software.
4.2 User may copy Licensed Binary, Licensed Software and/or Modified Software only for the purposes defined in Section 4.1 and to a reasonable extent for back-up purposes.
4.3 The license rights granted pursuant to Section 4.1 shall include the right to use, copy, and modify the Documentation to the extent necessary to exercise the license rights granted hereunder.
4.4 Subject to Section 9, User may permit its license rights granted pursuant to this Section 4.1 to be exercised by User’s Subsidiaries, provided User shall be fully responsible and liable for its Subsidiaries’ use of Licensed Binary, Licensed Software, Modified Software and/or Documentation and modification of Licensed Software.
5 IP Rights, Title
5.1 User acknowledges and agrees that OSPT Alliance is and shall remain the owner of the copyright (or the exclusive holder of any and all rights arising from copyright as the case may be) and of any other intellectual property right, (whether registered or unregistered) that may exist in the CIPURSE™ Specification and any subsequent copies thereof regardless of the form or media.
5.2 User acknowledges and agrees all rights, title and interest in and to the Licensed Binary, Licensed Software (and any part thereof) and the respective Documentation (and any part thereof), other than those expressly granted herein, shall remain wholly vested in the OSPT Alliance or its third party licensors.
5.3 User acknowledges and agrees that it has no rights whatsoever with respect of the Licensed Binary, Licensed Software and the respective Documentation save for those expressly granted under this Licensing Agreement.
5.4 User shall maintain, reproduce and include in all copies of Licensed Binary, Licensed Software and the Documentation, all notices and legends (including copyright and trademark notices) included in the Licensed Binary, Licensed Software and/or the respective Documentation as received from the OSPT Alliance.
5.5 User acknowledges and agrees that User is not allowed under this Licensing Agreement to use the Licensed Material to develop, have developed, manufacture, have manufactured and/or sell or have sold products and/or services that are compatible with the CIPURSE™ Specification, and that User will have to enter into a separate agreement with OSPT Alliance if User wishes to do so.
5.6 User agrees and acknowledges that User's usage of the Licensed Material does not create any relationship between OSPT Alliance and User and/or User's employees other than as set forth in this Licensing Agreement.
5.7 User is not entitled to use the name, trade names or trademarks of OSPT Alliance or its members in any advertising, promotion or communication in whatever form, except in the form specifically authorized by OSPT Alliance and then solely for purposes of identifying the CIPURSE™ Specification.
6 Term and Termination
6.1 The license hereby granted is effective as from acceptance by User of these terms and shall remain effective until terminated by OSPT Alliance by notice to User with immediate effect. OSPT Alliance may, without limitation, terminate this license as of right, by notice to User, in case of User's failure to comply with any of the terms set forth herein, without prejudice to any other rights or remedies OSPT Alliance may have. At termination hereof, User shall cease any use of the Licensed Material and shall destroy any copies thereof. A duly authorized officer of User shall confirm in writing such destruction to OSPT Alliance.
6.2 Sections 5, 6, 7, 8, 9, 10, 6.2 and 11.6 shall survive termination of this Licensing Agreement.
7 Exclusion of Warranty
7.1 OSPT Alliance represents and warrants that it does not, at the time it provides the Licensed Material, intentionally conceal any material defect to or defect in title in the Licensed Material. Furthermore, in the event that OSPT Alliance promises to deliver any copy of the CIPURSE™ Specification where it has yet to acquire such copy, OSPT Alliance represents and warrants that such copy will not have any legal or material defect that will, upon such acquisition, be known to OSPT Alliance or be unknown due to gross negligence on part of OSPT Alliance.
7.2 EXCEPT AS SET FORTH IN SECTION 7.1 ABOVE, (I) OSPT ALLIANCE PROVIDES THE LICENSED MATERIAL “AS IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIAL; (II) OSPT ALLIANCE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF ABSENCE OF ERRORS AND OMISSIONS, QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (III) OSPT ALLIANCE FURTHER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO INTELLECTUAL PROPERTY SUBSISTING IN OR RELATING TO THE LICENSED MATERIAL OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT OSPT ALLIANCE HAS BEEN ADVISED, HAS REASON TO KNOW, OR IS OTHERWISE IN FACT AWARE OF ANY INFORMATION); AND (IV), ANY USE BY USER SHALL BE AT ITS SOLE RISK.
7.3 All claims of User resulting out of a material defect to the Licensed Material become time barred one (1) year after the Licensed Material has been made available to User.
7.4 The same prescription (Verjährung) applies to all claims of User resulting out of a defect in title to the Licensed Material.
8 Limitation of Liability
8.1 OSPT ALLIANCE SHALL ONLY BE LIABLE FOR DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT, FRAUDULENT CONCEALMENT OR GROSS NEGLIGENCE. FURTHERMORE, OSPT ALLIANCE SHALL BE LIABLE TO THE EXTENT SET FORTH IN THE GERMAN PRODUCT LIABILITY ACT (PRODUKTHAFTUNGSGESETZ) OR TO THE EXTENT OF A GUARANTEE THAT OSPT ALLIANCE MAY FURNISH.
8.2 IN ALL CASES OTHER THAN THOSE SET FORTH IN SECTION 8.1, NEITHER OSPT ALLIANCE NOR ANY OF ITS MEMBERS, ASSOCIATE MEMBERS, OFFICERS, EMPLOYEES AND/OR AGENTS SHALL BE LIABLE TO A USER OR TO ANY THIRD PARTY FOR ANY DAMAGES UNDER ANY THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER MONETARY LOSS, NOR ANY DAMAGES ARISING OUT OF THIRD PARTY CLAIMS (INCLUDING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT) ARISING OUT OF THIS LICENSING AGREEMENT AND/OR THE USE OF OR INABILITY TO USE THE LICENSED MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 To the extent not provided otherwise in Section 8, any claim for damages of User against OSPT Alliance, any of its Members, Associate Members, officers, employees and/or agents resulting out of or in the context of this Licensing Agreement shall become time barred one (1) year following the calendar year in which (i) the claim arose, and (ii) User obtained knowledge of the circumstances giving rise to the claim as well as of the identity of OSPT as debtor, or would have obtained such knowledge but for User's gross negligence. Paragraph (3) of Section 199 of the German Civil Code (Bürgerliches Gesetzbuch) shall remain unaffected.
9.1 Unless otherwise expressly provided for herein, User undertakes to keep confidential, even after termination of this Licensing Agreement, any information and data, including but not limited to any kind of business, commercial or technical information and data disclosed by OSPT Alliance under or in connection with this Licensing Agreement, irrespective of the medium in which such information or data is embedded. Such information will hereinafter be referred to as "Confidential Information". The Licensed Material, Documentation and any information derived from any of the foregoing shall be considered Confidential Information.
9.2 The obligation as per Section 9.1 shall not apply to any information which:
- is already in the public domain or becomes available to the public through no breach of this Licensing Agreement by the User;
- was rightfully in the User's possession without obligation of confidentiality prior to receipt from OSPT Alliance as proven by written records of the User;
- can be proved to have been rightfully received by the User from a third party without obligation of confidentiality;
- is independently developed by the User as proven by its written records; or
- is required to be disclosed by any law or regulation, or by the decree of any competent tribunal; provided that the User shall limit its disclosure of the information required to be disclosed and shall give notice to OSPT Alliance prior to such disclosure and assist OSPT Alliance in seeking protection of the information to be disclosed.
9.3 The Confidential Information shall be treated by the User with the same degree of care to avoid disclosure to any third party as is used with respect to the User’s own information of like importance which is to be kept confidential.
9.4 The User shall use the Confidential Information only for the implementation of this Licensing Agreement and shall derive no rights of any kind, in particular no rights of prior use, from the fact that it as a result of the Confidential Information may possibly obtain knowledge of patentable inventions for which OSPT Alliance may possibly apply for intellectual property rights.
9.5 The User may disclose Confidential Information only to those of its own employees, who have a reasonable need to know said Confidential Information and who are bound to confidentiality by their employment agreements or otherwise. The User may also disclose Confidential Information to those subcontractors that are members of the OSPT Alliance.
9.6 Upon termination or expiration of this Licensing Agreement, the User will upon respective request of OSPT Alliance immediately return to OSPT Alliance the Confidential Information in tangible form including any copies thereof or confirm in writing that such information and any copies thereof have been destroyed.
10 Export Regulations
10.1 User shall comply with all requisites for performance of the Licensing Agreement relevant for export control and anti-terrorism, including, but not limited, to all laws and regulations of the U.S., Germany and the EU. In particular, User shall not export, re-export or transfer, including to Subsidiaries, the Licensed Material, or any of OSPT Alliance's information, software or other technologies developed with or utilizing OSPT Alliance's technology, in violation of any applicable laws or regulations of the countries named above or any other country or regulatory regime having jurisdiction over an export, re-export or transfer of such information, software or other technologies.
10.2 Further, User hereby guarantees that (a) no military, paramilitary, police, intelligence agency or civil administrations of such institutions or other institutions acting on behalf of them are supplied with information, software or other technology which are subject to any applicable export licensing requirements and (b) it does not intend to use any information, software and other technology delivered by OSPT Alliance in or in connection with nuclear technology or weapons of mass destruction (nuclear, biological or chemical) and carriers thereof.
11.1 CIPURSE™ is a registered trademark of OSPT Alliance.
11.2 User may not assign this Licensing Agreement without the prior written consent of OSPT Alliance. Subject to the foregoing, this Licensing Agreement shall be binding on and inure to the benefit of the parties and their respective legal successors and permitted assignees.
11.3 If any provision of this Licensing Agreement or a portion thereof is declared void, invalid or unenforceable for any reason, the void, invalid or unenforceable provision or portion thereof shall be deemed omitted and the remaining terms shall nevertheless be carried into effect.
11.4 The waiver by any party of any provisions contained herein and/or a breach thereof shall be in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.
11.5 Any violation of this Licensing Agreement will cause irreparable harm and a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, OSPT Alliance will be entitled to terminate this Licensing Agreement as of right with immediate effect and seek an injunction in all legal proceedings in the event of a threatened or actual violation of this Licensing Agreement.
11.6 This Licensing Agreement shall be governed by and construed in accordance with the laws of Germany, without regard to any conflicts of laws provisions. Any dispute arising out of or in connection with this Licensing Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Munich, Germany.
11.7 This Licensing Agreement constitutes the entire Licensing Agreement between the User and OSPT Alliance with respect to the subject matter hereof and supersedes all previous communications, representations, understanding and Licensing Agreements, either oral or written, between the User and OSPT Alliance with respect to such subject matter hereof.
Annex 1: Licensed Software
CIPURSE™ Explorer Examples
CIPURSE™ Command Library
ZIP file with Java source code implementing the terminal side functionality (CIPURSE command set, CIPURSE cryptographic protocol, and an example project using this library) required to process CIPURSE card products.
ZIP file with C source code implementing the terminal side CIPURSE cryptographic protocol.
Annex 2: Documentation
CIPURSE™ Explorer Example documentation
README files describing the structure and operation of the example projects.
CIPURSE™ Command Library Documentation
HTML based documentation of the Java classes and interfaces provided by the CIPURSE Command library.
CIPURSE™ Terminal SM AppNote Documentation
Help file describing the CIPURSE Secure Messaging Library API.
Annex 3: Licensed Binary
CIPURSE™ Explorer Tool
EXHIBIT A: ARTICLES OF ASSOCIATION
Articles of Association can be found at https://www.osptalliance.org/overview/