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Preface



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License


Notice: All rights in Licensed Patents (as defined below) provided under this Defensive Patent License ("DPL") are subject to all of the conditions and limitations set forth below. Making, using, selling, offering for sale, importing, or distributing products or services embodying the Licensed Patents, other than as explicitly authorized under this License or patent law, is prohibited.
  1. License Grant
    Subject to the conditions and limitations of this License, Licensor hereby grants and agrees to grant to any DPL User (as defined in Section 7.6) who follows the procedures for License Acceptance (as defined in Section 1.1) a worldwide, royalty-free, no-charge, non-exclusive, irrevocable (except as stated in Sections 2(e) and 2(f)) license, perpetual for the term of the relevant Licensed Patents, to make, have made, use, sell, offer for sale, import, and distribute Licensed Products and Services that would otherwise infringe any claim of Licensed Patents. A Licensee's sale of Licensed Products and Services pursuant to this agreement exhausts the Licensor's ability to assert infringement against a downstream purchaser or user of the Licensed Products or Services. Licensor's obligation to grant Licenses under this provision ceases upon the arrival of any applicable Discontinuation Date, unless that Date is followed by a subsequent Offering Announcement.
    1. In order to accept this License, Licensee must qualify as a DPL User (as defined in Section 7.6) and must contact Licensor via the information provided in Licensor's Offering Announcement to state affirmatively that Licensee accepts the terms of this License. Licensee must also communicate the URL of its own Offering Announcement (as defined in Section 7.13) and specify whether it is accepting the License to all Licensor's Patents or only a subset of those Patents. If Licensee is only accepting the License to a subset of Licensor's Patents, Licensee must specify each individual Patent's country of issuance and corresponding patent number for which it is accepting a License. There is no requirement that the Licensor respond to the Licensee's affirmative acceptance of this License.
  2. License Restrictions
    Notwithstanding the foregoing, this License is expressly subject to and limited by the following restrictions:
    1. No Sublicensing
      This License does not include the right to sublicense any Licensed Patent of any Licensor.
    2. License Extends Solely to Licensed Patents in Connection with Licensed Products and Services
      For clarity, this License does not purport to grant any rights in any Licensor's copyright, trademark, trade dress, design, trade secret, other intellectual property, or any other rights of Licensor other than the rights to Licensed Patents granted in Section 2, nor does the License cover products or services other than the Licensed Products and Services. For example, this License would not apply to any conduct of a Licensee that occurred prior to accepting this License under Section 1.1.
    3. Scope
      This License does not include Patents with a priority date or Effective Filing Date later than Licensor's last Discontinuation Date that has not been followed by a subsequent Offering Announcement by Licensor.
    4. Future DPL Users
      This License does not extend to any DPL User whose Offering Announcement occurs later than Licensor's last Discontinuation Date that has not been followed by a subsequent Offering Announcement by Licensor.
    5. Revocation and Termination Rights
      Licensor reserves the right to revoke and/or terminate this License with respect to a particular Licensee if, after the date of the Licensee's most recent Offering Announcement:
      1. Licensee makes any Infringement Claim, not including Defensive Patent Claims, against a DPL User; or
      2. Licensee assigns, transfers, or grants an exclusive license for a Patent to an entity or individual other than a DPL User without conditioning the assignment, transfer, or exclusive license on the recipient continuing to abide by the terms of this License, including but not limited to the revocation and termination rights under this Section.
    6. Optional Conversion to FRAND Upon Discontinuation
      Notwithstanding any other provision in this License, as of any particular Licensee's Discontinuation Date, Licensor has the right to convert the License of that particular Licensee from one that is royalty-free and no-charge to one that is subject to Fair, Reasonable, And Non-Discriminatory (FRAND) terms going forward. No other terms in the license may be altered in any way under this provision.
  3. Versions of the License
    1. New Versions
      The DPL Foundation, Jason M. Schultz of New York University, and Jennifer M. Urban of the University of California at Berkeley are the license stewards. Unless otherwise designated by one of the license stewards, no one other than the license stewards has the right to modify or publish new versions of this License. Each version will be given a distinguishing version number.
    2. Effect of New or Revised Versions
      Any one of the license stewards may publish revised and/or new versions of the DPL from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.
    Each version is given a distinguishing version number. If Licensor specifies in her Offering Announcement that she is offering a certain numbered version of the DPL "or any later version", Licensee has the option of following the terms and conditions either of that numbered version or of any later version published by one of the license stewards. If Licensor does not specify a version number of the DPL in her Offering Announcement, Licensee may choose any version ever published by any of the license stewards.
  4. Disclaimer of Claims Related to Patent Validity and Noninfringement
    Licensor makes no representations and disclaims any and all warranties as to the validity of the Licensed Patents or the products or processes covered by Licensed Patents do not infringe the patent, copyright, trademark, trade secret, or other intellectual property rights of any other party.
  5. Disclaimer of Warranties
    Unless otherwise mutually agreed to by the parties in writing, Licensor offers the Patent License granted herein "as is" and makes no representations or warranties of any kind concerning the Licensed Patents or any product embodying any Licensed Patent, express or implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the presence or absence of errors, regardless of their discoverability. Some jurisdictions do not allow the exclusion of implied warranties, in which case such exclusion may not apply to licensee.
  6. Limitation of Liability
    Licensor shall not be liable for any damages arising from or related to this License, including indirect, incidental, consequential, punitive or special damages, whether on warranty, contract, negligence, or otherwise, even if Licensor has been advised of the possibility of such damages prior to such an occurrence.
  7. Definitions