/Docs/Wx/org/defensivepatentlicense/1-1/Text_0.md
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TiLicense
0.secNOTICE: 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.TiLicense Grant
1.0.secSubject 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.
1.1.TiLicense Acceptance
1.1.secIn 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.
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2.TiLicense Restrictions
2.0.secNotwithstanding the foregoing, this License is expressly subject to and limited by the following restrictions:
2.1.TiNo Sublicensing
2.1.secThis License does not include the right to sublicense any Licensed Patent of any Licensor.
2.2.TiLicense Extends Solely to Licensed Patents in Connection with Licensed Products and Services
2.2.secFor 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.
2.3.TiScope
2.3.secThis 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.
2.4.TiFuture DPL Users
2.4.secThis 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.
2.5.TiRevocation and Termination Rights
2.5.0secLicensor 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:
2.5.1.secLicensee makes any Infringement Claim, not including Defensive Patent Claims, against a DPL User; or
2.5.2.secLicensee 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.
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2.6.TiOptional Conversion to FRAND Upon Discontinuation
2.6.secNotwithstanding 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.
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3.TiVersions of the License
3.1.TiNew Versions
3.1.secThe 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.
3.2.TiEffect of New or Revised Versions
3.2.secAny 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.
3.00.secEach 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.
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4.TiDisclaimer of Claims Related to Patent Validity and Noninfringement
4.secLicensor 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.TiDisclaimer of Warranties
5.secUNLESS 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.TiLimitation of Liability
6.secLICENSOR 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.TiDefinitions
7.1.sec"Affiliate" means a corporation, partnership, or other entity in which the Licensor or Licensee possesses more than fifty percent (50%) of the ownership interest, representing the right to make the decisions for such corporation, partnership or other entity which is now or hereafter, owned or controlled, directly or indirectly, by Licensor or Licensee.
7.2.sec"Defensive Patent Claim" means an Infringement Claim against a DPL User made in response to a pending prior Infringement Claim by said DPL User against the asserter of the Defensive Patent Claim.
7.3.0.sec"Discontinuation Announcement" means a DPL User's announcement that:
7.3.1.secdeclares the DPL User's intent to discontinue offering to license its Licensed Patents under the DPL, effective as of the Discontinuation Date; and
7.3.2.seccontains the DPL User's contact information for licensing purposes; and
7.3.3.secat least 180 days prior to the Discontinuation Date is posted to a publicly accessible website; and
7.3.4.secat least 180 days prior to the Discontinuation Date is communicated reasonably and promptly, along with the URL of the website mentioned in subsection (c) of this provision, by the discontinuing DPL User to every Licensor of a Patent to which the discontinuing DPL User is a Licensee.
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7.4.sec"Discontinuation Date" means the date a DPL User specifies in its Discontinuation Announcement to discontinue offering to license its Licensed Patents under the DPL, which must be at least 180 days after the date of an individual or entity's most recent Discontinuation Announcement.
7.5.sec"DPL" and "License" mean the grant, conditions, and limitations herein.
7.6.0.sec"DPL User" means an entity or individual that:
7.6.1.sechas committed to offer a license to each of its Patents under the DPL; and
7.6.2.sechas declared such commitment by means of an Offering Announcement; and
7.6.3.secif the entity or individual has made a Discontinuation Announcement, the Discontinuation Date has not yet occurred; and
7.6.4.sechas not engaged in the conduct described in either Sections 2(e)(i) or 2(e)(ii).
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7.7.sec"Effective Filing Date" is the effective filing date determined by the applicable patent office that issued the relevant Licensed Patent.
7.8.sec"Infringement Claim" means any legal action, proceeding or procedure for the resolution of a controversy in any jurisdiction in the world, whether created by a claim, counterclaim, or cross-claim, alleging patent infringement. Such actions, proceedings, or procedures shall include, but not be limited to, lawsuits brought in state or federal court, binding arbitrations, and administrative actions such as a proceeding before the International Trade Commission.
7.9.sec"Licensed Patents" means any and all Patents (a) owned or controlled by Licensor; or (b) under which Licensor has the right to grant licenses without the consent of or payment to a third party (other than an employee inventor).
7.10.sec"Licensed Products and Services" means any products, services or other activities of a Licensee that practice one or more claims of one or more Licensed Patents of a Licensor.
7.11.sec"Licensee" means any individual, corporation, partnership or other entity exercising rights granted by the Licensor under this License including all Affiliates of such entity.
7.12.sec"Licensor" means any individual, corporation, partnership or other entity with the right to grant licenses in Licensed Patents under this License, including any Affiliates of such entity.
7.13.0.sec"Offering Announcement" means a Licensor's announcement that:
7.13.1.secdeclares the Licensor's commitment to offer a Defensive Patent License for any of its Patents to any DPL User; and
7.13.2.seccontains the Licensor's contact information for licensing purposes; and
7.13.3.secis posted to a publicly accessible website.
7.13.00.secAn Offering Announcement may, but is not required to, specify the particular version of the DPL that the Licensor is committed to offering. It may also specify a particular version of the DPL "or any later version" to allow Licensees to accept subsequent new or revised versions of the DPL.
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7.14.sec"Patent" means any right, whether now or later acquired, under any national or international patent law issued by a governmental body authorized to issue such rights. For clarity, this definition includes any rights that may arise in patent applications, utility models, granted patents, including, but not limited to, continuations, continuations-in-part, divisionals, provisionals, results of any patent reexaminations, and reissues, but excluding design patents or design registrations.
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