Implementation Licence Terms and Conditions
In consideration of the Licensor (“DDEX”) granting Licensee (“the Implementer”) this licence, Licensee agrees that Licensee has read, understood and will comply with these terms and conditions.
1. Definitions
Unless the context requires otherwise, in this licence:
“Acceptance Date” means the date on which Licensor notifies Licensee that a Licence has been granted and a DPID number allocated to Licensee as set out in Section B.2 of the DDEX Party Identifier Standard (available on the DDEX Knowledge Base) as specified in Clause 4(i) hereinafter.
“Licensee” means any organisation wishing to implement the DDEX Standards (as defined below) to which DDEX has agreed to grant a licence as set out below.
“Licensor” means the Digital Data Exchange, LLC (“DDEX®”).
“DDEX Message Standard” means the DDEX message standards and XML Schema including all supporting documents such as the DDEX Data Dictionary, the DDEX XML Baseline Schema, all instructional material and all updates published by DDEX from time to time on the DDEX® website located at the Knowledge Base.
“DDEX Party” means a business with an interest in digital media content, which is either a sender or a receiver of computer messages that use the DDEX Standards.
“DDEX Party Identifier (DPID)” means the unique identifier that must be used to identify the sender and receiver in a message exchange using a DDEX Message Standard.
“DDEX Standard” means any standard developed and published by DDEX including (but not limited to) DDEX Message Standards.
“Purpose” means the exchange of information between Licensee and other DDEX Parties about digital media content, in the form of computer messages that use the DDEX Message Standards, in conjunction with or without the digital media content to which the information in such messages refers.
“User Defined Value” means a value for a term in a DDEX Message Standard which is defined by a DDEX party and its business partner(s) and not through the standards development process within DDEX.
2. Licence
(i) Subject to Licensee’s compliance with the terms and conditions of this Licence, DDEX grants Licensee a limited, non-exclusive, non-transferable, non-sublicenseable, royalty-free licence (the “Licence”) solely to implement the DDEX Standards within Licensee’s organisation, and use the DDEX Standards solely for the Purpose subject at all times to such further disclaimers, requirements and restrictions on use as set forth in this Licence and that the Licensor may publish from time to time on this Implementation Licence Terms and Conditions page of the DDEX website.
(ii) Licensee may develop and use messages which are created by adding User Defined Values within a DDEX Message Standard but such User Defined Values are outside the compass of the DDEX Standards until such User Defined Values have been included in a new version of the relevant DDEX Message Standard.
(iii) Licensee may access the DPID Registry upon receipt from DDEX of an authorised user name and password pair.
(iv) Licensee shall be entitled to include a Company-authorised trademark/logo/website badge, as provided to the Licensee by the Company for this purpose only, to display on its proprietary website in order to identify it is an implementer of the DDEX Standards. Such entitlement shall terminate automatically in the event that Licensee notifies Licensor in accordance with Section 7 (iii). By using the DDEX trademark/logo/website badge, Licensee acknowledges that DDEX is the sole owner of the trademark/logo/website badge, and promises that it will not interfere with DDEX’s rights in the trademark/logo/website badge including challenging DDEX’s use, registration of, or application to register such trademark/logo/website badge, alone or in combination with other words, anywhere in the world, and that Licensee will not harm, misuse, or bring into disrepute any DDEX trademark/logo/website badge. Licensee agrees that the goodwill derived from using any part of the DDEX trademark/logo/website badge expressly inures to the benefit of and belongs to DDEX. Except for the limited right to use of the DDEX trademark/logo/website badge as expressely permitted herein, no other rights of any kind are granted hereunder by implication or otherwise.
(v) All other rights in and to all DDEX Standards are reserved.
3. Limitations
(i) Implementation and use of the DDEX Standards may be subject to the rights of third parties, including DDEX members. DDEX members have agreed to license their Essential Claims as defined in and in accordance with the DDEX IP Policy which is available here. Licensee warrants that it has read the DDEX IP Policy.
(ii) Licensee may not use any trademarks owned by the Licensor or any of its members unless otherwise authorised separately in writing.
(iii) Licensee may not remove the intellectual property licence requirements, or disclaimer notices attached or linked to any of the DDEX Standards, provided that for the avoidance of doubt, Licensee shall not be required to include such intellectual property licence requirements, or disclaimer notices as part of the data contained in computer messages derived from the DDEX Standards and distributed as permitted under Clause 2(i) above
(iv) Licensee may not copy or cache in Licensee’s computer systems any part of the DPID Registry (see Clause 4(i) and (ii) herein) for any purposes other than (1) the exchange of messages using a DDEX Message Standard, (2) fulfilment of any activity related to DDEX, (3) activities related to the on-going development of DDEX Standards and (4) the exchange of messages created by adding User Defined Values within a DDEX Message Standard.
(v) Licensee acknowledges that, to ensure the integrity and on-going interoperability of the DDEX Message Standards and to enable the DDEX Message Standards to continue to be relevant to Licensees by meeting up to date business requirements, Licensee is strongly encouraged (other than in exceptional circumstances) to notify DDEX of any User Defined Values through the DDEX change request process as envisaged in Clause 4(iii) herein. Licensee therefore agrees that it will not enforce any obligation of confidentiality with respect to any User Defined Value, whether contractual or otherwise, to the extent such obligation would require a third party who agreed to that obligation to refrain from using a User Defined Value (1) to exchange messages with other parties who independently request the same User Defined Value or (2) in the event that the User Defined Value is included in the DDEX Message Standards. Notwithstanding the foregoing, the Licence shall not impair Licensee’s right to enforce any obligation of confidentiality with respect to its business model or any other confidential information other than as expressly set forth above.
(vi) This Licence grants no other rights with regard to access to the DPID Registry or the data it contains.
4. Licensee Obligations
(i) Licensee shall provide Licensor, using the appropriate Implementation Licence and DPID Application Form, with the data elements (Reference Descriptive Metadata) describing the Licensee as set out in the Section B.2 of the DDEX Party Identifier Standard (available on the DDEX Knowledge Base) and any other such data elements as the Licensor may reasonably request to:
(a) Enable Licensor to establish the existence of Licensee; and
(b) Enable all DDEX Parties to uniquely identify Licensee from all other DDEX Parties
(ii) Licensee shall update the Reference Descriptive Metadata describing the Licensee as required in Section A.5 of the DDEX Party Identifier Standard (available on the DDEX Knowledge Base) in order to maintain the integrity of the DPID Registry.
(iii) If Licensee wishes to provide to Licensor suggestions, criticisms, additions, values, comments, defects, bugs, errors, failure(s) in any DDEX Standard (“Feedback”) Licensee is encouraged to become a member of DDEX. Any Feedback, even if designated as confidential by Licensee, shall not create any confidentiality obligation on Licensor. Feedback can be provided by completing the change request form. In the event that Licensee provides Feedback to Licensor and is not a member of Licensor, Licensee grants DDEX and DDEX Licensees a worldwide, non-exclusive, non-terminable, perpetual: (i) royalty-free copyright licence; and (ii) royalty-free licence under those patent claims of Licensee and its affiliates that are necessarily infringed in connection with any use or implementation of Feedback, to use, disclose, reproduce, modify, create derivative works, distribute, transmit, exploit, have made, or otherwise dispose of or use, or license (including the right to sublicense and grant the right to further sublicences) any Feedback provided by Licensee to Licensor in connection with the DDEX Standard. Except as expressly licensed herein, Licensee retains all right, title and interest to the Feedback and no other rights are granted. For the avoidance of doubt, Licensee shall have no obligation whatsoever to provide Feedback and Licensor shall have no obligation whatsoever to include Feedback in any DDEX Standard.
(iv) Licensee shall take reasonably urgent steps to rectify any incorrect implementation of the DDEX Standards and to minimise any impact caused by such incorrect implementation.
5. Licensor Obligations
(i) Licensor shall allocate to Licensee a DDEX Party Identifier (DPID) and one or more (as requested) user name(s) and associated password(s) pairs which will provide access to the DPID Registry.
(ii) Licensor shall provide to Licensee “read and write” access to Licensee’s own DPID Reference Descriptive Metadata in order to fulfill Licensee’s obligations under Clause 4(i) and (ii) above.
(iii) Licensee shall have an internet based read only access in a manner determined by Licensor to the DPID Registry.
6. Licensor’s Disclaimer
THE LICENSOR MAKES OR OFFERS NO REPRESENTATIONS OR WARRANTIES (EITHER EXPRESS OR IMPLIED) IN RELATION TO THE DDEX STANDARDS. IN PARTICULAR (BUT WITHOUT LIMITATION), THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES IN RELATION TO:
(i) THE SUITABILITY OR FITNESS OF THE DDEX STANDARDS FOR ANY PARTICULAR PURPOSE;
(ii) THE MERCHANTABILITY OF THE DDEX STANDARDS;
(iii) THE ACCURACY, COMPLETENESS, RELEVANCE OR VALIDITY OF THE DDEX STANDARDS; NOR
(iv) THE NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE DDEX STANDARDS.
LICENSEE ASSUMES ALL RESPONSIBILITY RELATING TO THE USE OF THE DDEX STANDARDS, AND THE LICENSOR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGES OF ANY KIND THAT ARISES OR MIGHT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE DDEX MESSAGING STANDARDS, WHETHER BY LICENSEE, LICENSEE’S CUSTOMERS OR ANY OTHER THIRD PARTY. THE LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER IN THE EVENT THAT LICENSEE INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY BY EXERCISING ANY RIGHTS GRANTED UNDER THIS LICENCE. IN THE EVENT THAT ANY COURT OF COMPETENT JURISDICTION RENDERS JUDGEMENT AGAINST DDEX AND/OR ITS MEMBERS NOTWITHSTANDING THE ABOVE LIMITATIONS, THE AGGREGATE LIABILITY OF LICENSOR TO LICENSEE IN CONNECTION WITH THIS LICENCE SHALL IN NO EVENT EXCEED THE AMOUNT OF TWO HUNDRED U.S. DOLLARS (US$200).
Users of the DDEX Standards are cautioned that the DDEX Standards are subject to revision. Users are recommended to use the latest versions, which are available from the DDEX Knowledge Base. The use of outdated versions of the DDEX Standards is not recommended but may be required by agreement between implementers in particular cases.
7. Term and Termination
(i) This Licence shall commence upon the Acceptance Date and shall continue indefinitely unless terminated by the Licensor. This Licence will terminate automatically and with immediate effect in the event that Licensee materially breaches any of these terms and conditions.
(ii) The Licensor may also terminate this License if required by law, judicial action, government department or agency or other regulatory authority to so terminate, by giving Licensee six months notice of termination. Where Licensor gives termination in such circumstances, Licensee shall, no later than six months after the termination of this Licence, cease using any implementations of DDEX Standards that Licensee has built, developed or otherwise utilised to implement the DDEX Standards.
(iii) Licensee shall have the right to terminate this License upon 60 day’s prior written notice to DDEX if Licensee ceases to (a) implement the DDEX Standards within Licensee’s or its affiliates organisation, (b) use the DDEX standards for the Purpose, (c) develop and use messages which are created by adding User Defined Values within a DDEX Message Standard, and/or (d) access the DPID Registry upon receipt from DDEX of an authorised user name and password.
8. Indemnity
Licensee agrees at all times (notwithstanding the termination of this Licence) to defend, indemnify and hold harmless the Licensor from and against any and all liability, loss, damages, fines, costs (including legal costs), professional and other expenses of any nature whatsoever incurred or suffered by the Licensor arising out of or in connection with any claims by third parties arising out of or in any way related to any breach by Licensee of this Licence (“Third Party Claims”).
9. General Provisions
This Licence is personal to Licensee and cannot be assigned, transferred, charged or otherwise dealt with. If any part, term or provision of this Licence be held to be illegal, unenforceable or in conflict with any rule of law, the validity or enforceability of the remainder of this Licence will not be affected. Licensee will at all times be and remain responsible for the performance of the Licensee’s obligations under this Licence and for all acts, omissions and/or defaults of any of Licensee’s affiliates. The remedies available to the Licensor under this Licence are not exclusive and are in addition to any and all other remedies that are available at law or in equity, none of which shall be deemed to be waived by virtue of the Licensor’s exercise of any other remedy. This Licence shall be governed by and construed in accordance with the laws of the State of New York and the parties submit to the exclusive jurisdiction of the courts of the State of New York.
