CIECA IP License Agreement - Terms & Conditions
BY CLICKING THE “I AGREE” OR “ACCEPT” BUTTON, OR DOWNLOADING OR USING CIECA IP (AS DEFINED BELOW), THE INDIVIDUAL OR ENTITY DOWNLOADING OR USING CIECA IP (ALSO REFERRED TO HEREIN AS THE MEMBER) IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS CIECA IP LICENSE AGREEMENT. IF MEMBER DOES NOT AGREE TO ALL OF THE TERMS OF THIS CIECA IP LICENSE AGREEMENT, MEMBER SHOULD NOT CLICK “I AGREE” OR “ACCEPT” AND MEMBER MUST NOT DOWNLOAD OR USE CIECA IP.
This CIECA IP License Agreement (the “Agreement”) is made and entered into as of the Effective Date (as set forth below) by and between the Collision Industry Electronic Commerce Association, an Ohio not-for-profit corporation (“CIECA”), and the undersigned CIECA Member (“Member”).
WHEREAS, CIECA and its committees have developed the CIECA IP (as defined below), and CIECA desires to license the right to use the CIECA IP to Member on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CIECA and the Member agree as follows:
1. Definitions. As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.
CIECA IP means all intellectual property relating to CIECA Interface Standards and CIECA Internal Standards Information (including copyrights, trademarks, service marks, and trade dress).
CIECA Interface Standards means the CIECA-specified format for EMS files (which embed the EMS data dictionary in the header information), BMS messages (which include instances of the BMS schema), and CAPIS APIs (which include API verbs, instances of the CAPIS JSON schema, and the Open API specification file). CIECA Interface Standards shall include any modifications, upgrades, and new versions that are released while Member is a CIECA member in good standing.
EMS means CIECA’s dBase IV-based Estimate Management Standard Version 2.6 or later.
BMS means CIECA’s XML-based Business Management Suite.
CAPIS means CIECA’s JSON-based Application Programming Interface Standards.
CIECA Internal Standards Informationmeans: (a) BMS and CAPIS schemas, code lists, and data dictionaries; (b) the Microsoft Word document that describes the EMS standard; (c) BMS and CAPIS implementation guides; and (d) and any other documentation relating to the CIECA Interface Standards. CIECA Internal Standards Information shall include any modifications, upgrades, and new versions that are released while Member is a CIECA member in good standing.
CIECA IP Licensee means a person or entity that has a license to use CIECA IP.
Legacy Versions means the versions of the various forms of CIECA IP (ex. EMS, BMS, and CAPIS) that were released prior to the time that Member’s CIECA membership lapses.
2. License Grants.
2.1 Active Member Limited Licenses. CIECA hereby grants Member a limited (for so long as Member is a CIECA member in good standing), non-exclusive, world-wide right and license to use CIECA IP:
(a) to exchange information using CIECA Interface Standards (or derivatives thereof) with other CIECA IP Licensees; and(b) to create and publish documentation regarding Member’s implementation of the method(s) of exchanging information described in clause (a) above (provided that such documentation does not contain CIECA Internal Standards Information in whole or substantial part);(c) to export or import estimates using CIECA Interface Standards (or derivatives thereof) to or from third parties (ex. exporting EMS files or BMS instance documents); and(d) for internal purposes.
2.2 License to Use CIECA IP for Internal Purposes. CIECA hereby grants Member a fully-paid, non-exclusive, world-wide right and license to use the Legacy Versions of CIECA Internal Standards Information for internal purposes throughout the Term (as defined below). This grant is not affected by the lapse of Member’s CIECA membership and survives throughout the Term.
2.3 Member Option to Extend Licenses Under Section 2.1. In the event that Member’s CIECA membership lapses, Member shall have the option to extend the licenses granted under Section 2.1 to survive throughout the Term by notifying CIECA of its election to extend such licenses and making an exit payment to CIECA in the amount of five times (5X) the most recent CIECA annual fees paid by Member. In the event that Member elects to extend the licenses granted under Section 2.1 as contemplated above, such licenses shall be automatically amended and restated to read in their entirety as follows:
CIECA hereby grants Member a fully-paid, non-exclusive, world-wide right and license to use the Legacy Versions of CIECA IP throughout the Term:
(a) to exchange information using the Legacy Versions of CIECA Interface Standards (or derivatives thereof) with other CIECA IP Licensees;(b) to create and publish documentation regarding Member’s implementation of the method(s) of exchanging information described in clause (a) above (provided that such documentation does not contain CIECA Internal Standards Information in whole or substantial part); and(c) to export or import estimates using the Legacy Versions of CIECA Interface Standards (or derivatives thereof) to or from third parties (ex. exporting EMS files or BMS instance documents); and(d) for internal purposes.
3. Restrictions. Any use of CIECA IP other than the uses licensed under Section 2 above is prohibited. By way of example (and not of limitation), Member may not: (a) provide CIECA Internal Standards Information to any third party; or (b) use CIECA IP for the benefit of another standards organization.
Notwithstanding the restrictions described above in this Section 3, Member may provide CIECA Internal Standards to its contractors which have a need to know/use such CIECA Internal Standards Information in the course of providing services to Member; provided, however, that:
- any such third-party contractors shall agree in writing to be bound by the restrictions contained in this Agreement;
- any such third-party contractors shall agree in writing to promptly return or delete all CIECA Internal Standards at the earlier of:
o that time when they no longer have a need to know/use such information in the course of providing services to Member;
o that time when they are no longer providing services to the Member; or
o upon termination of this Agreement;
- Member shall be responsible for any such third-party contractor’s compliance with the terms of this Agreement.
4. Term; Termination. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue thereafter unless and until terminated by CIECA or the Member in accordance with this Section 4. This Agreement does not terminate upon the lapse of Member’s CIECA membership (please see Section 2 for further information on the impact of the lapse of Member’s CIECA membership on Member’s rights under this Agreement).
4.1 Termination by CIECA. CIECA may terminate this Agreement upon written notice to Member if Member materially breaches any of the provisions of this Agreement and fails to remedy such material breach to the reasonable satisfaction of CIECA within 60 days after CIECA provides written notice of such breach to Member.
4.2 Termination by Member. Member may terminate this Agreement at any time upon written notice to CIECA.
The provisions of Sections 3 through 13 shall survive termination of this Agreement. Upon termination of this Agreement, Member shall immediately cease any and all further use of CIECA IP.
5. CIECA Rights in CIECA IP. Member acknowledges that CIECA has the right to use the CIECA IP and the right to license the use of the CIECA IP to CIECA members. Member agrees that it will not challenge such rights. Nothing in this Agreement alters Member’s rights in and to its own intellectual property.
6. Confidentiality. Except as permitted under Section 2 hereof, Member shall not disclose CIECA IP to a third party without the prior written consent of CIECA.
7. CIECA IP Provided on an As-Is Basis; Disclaimer of Warranties. CIECA IP is provided at Member’s sole risk, on an “as is,” when-available basis, without warranties of any kind. CIECA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSES WHATSOEVER. UNDER NO CIRCUMSTANCES SHALL CEICA BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS WHICH MEMBER MAY INCUR OR EXPERIENCE ON ACCOUNT OF USING CIECA IP, REGARDLESS OF WHETHER THE ACTION LIES IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF CIECA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Notices. All notices, demands, consents, waivers or other communications under or pursuant to this Agreement shall be in writing and shall be sufficiently given or made if: (i) delivered personally or by reputable courier service, or (ii) sent by certified mail, return receipt requested, addressed (until another address is filed in writing with the other parties to this Agreement) as follows:
If to CIECA: Collision Industry Electronic Commerce Association
Attn: Executive Director
500 Westover Dr.
Sanford, NC 27330
If to Member: To the address provided by member in the membershiip application process.
9. Severability. In the event that any provisions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
10. Assignment. This Agreement may not be assigned by Member without the prior written consent of CIECA (which shall not be unreasonably withheld).
11. Waiver. Any consent by any party to, or waiver of a material breach of any provision of this Agreement by the other shall only be valid if in writing and any such consent or waiver, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any material breach of any other provision or subsequent material breach of the same provision.
12. Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same instrument. Fax and/or electronic signatures shall be considered original signatures for all purposes.
13. Entire Agreement. This Agreement constitutes the entire understanding and agreement between CIECA and Member with regard to all matters contained herein. This Agreement supersedes all prior agreements, representations, statements and proposals, oral or written. This Agreement may be amended, supplemented, or interpreted at any time only by written instrument duly executed by both parties.