Term of Use

BiTXml™ - M2M communications protocol specification

THE BiTXML M2M COMMUNICATIONS PROTOCOL SPECIFICATION ("BiTXML") IS LICENSED TO YOU UNDER SPECIFIC TERMS AND CONDITIONS. BEFORE USING THIS SPECIFICATION, CAREFULLY READ THE TERMS AND CONDITIONS, SINCE ANY USE OF THE BiTXML M2M COMMUNICATIONS PROTOCOL SPECIFICATION BY YOU MEANS THAT YOU HAVE EXPLICITLY ACKNOWLEDGED AND ACCEPTED SUCH TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT USE OR DESIGN PRODUCTS THAT COMPLY WITH THE BiTXML M2M COMMUNICATIONS PROTOCOL SPECIFICATION AND DO NOT USE, DISPLAY AND PERFORM BiTXML M2M COMMUNICATIONS PROTOCOL SPECIFICATION.

LICENSE AGREEMENT

1. Definitions

1.1 "Agreement" means the terms and conditions of this BiTXML M2M Communications Protocol Specification License Agreement.
1.2 "Effective Date" means the date LICENSEE starts using the BiTXML M2M Communications Protocol Specification.
1.3 "Copyrights, trade secrets and know how owned by Your Voice" means any copyright, trade secret and know how owned by Your Voice which are necessarily used in the manufacture or sale or other transfer of Your Voice's products complying with BiTXML or which are necessarily used in the use, reproduction, display, distribution and performance of Your Voice's products complying with BiTXML.
1.4 "Patents owned by Your Voice " means any patents, patent applications owned by Your Voice which are necessarily used in the manufacture or sale or other transfer of Your Voice's products complying with BiTXML or which are necessarily used in the use, reproduction, display, distribution and performance of Your Voice's products complying with BiTXML. The term "Patents owned by Your Voice" shall also include the corresponding patents or patent applications of other countries and of any reissued or re-examined patents containing any of the aforesaid patents.
1.5 Your Voice's products complying with BiTXML are those products that will be made available for sale by Your Voice under the brand and trademark BiTX, either through their websites, and / or through their direct commercial representatives or official resellers and partners.
1.6 "Party(ies)" means LICENSEE and/or Your Voice S.p.A. ("Your Voice") as the case may be.
1.7 "The BiTXML M2M Communications Protocol Specification or "BiTXML" means the Your Voice published protocol specification, which is made available on a specific website, visible at the following address: http://www.bitxml.org. Such definition may be modified or updated without notice, according to Your Voice's own plans and criteria, including any amendment suggested by the LICENSEE that Your Voice might approve, as set in articles 2.5 and 2.6
1.8 Licensee's products means any products manufactured, sold, offered for sale, leased or otherwise transferred by the Licensee which comply with the BiTXML M2M Communications Protocol Specification.

2. License

2.1 Your Voice hereby grants to LICENSEE a nonexclusive, personal, revocable (pursuant only to the terms of Section 3), nontransferable, worldwide, royalty-free license, to use, display, and perform BiTXML M2M Communications Protocol Specification and to make, have made, use, sell, offer to sell and distribute directly or indirectly to End User LICENSEE's products complying with BiTXML. LICENSEE has no right to grant sublicenses under this Section 2.1.
2.2 The license as per article 2.1. does not include:

   any license on the copyrights, trade secrets and know how owned by Your Voice;
   any license on the Patents owned by Your Voice;
   any license on Your Voice's products complying with BiTXML.

2.3 Accordingly, Licensee is not entitled, authorized or however licensed to make, have made, use, sell, offer to sell and distribute directly or indirectly to End User any product complying with BiTXML which infringes:

   any copyrights, trade secrets and know how owned by Your Voice;
   any patents owned by Your Voice;
   Your Voice's products complying with BiTXML.

2.4 LICENSEE understands and agrees that no license, immunity or other right is granted herein to LICENSEE, directly or by implication, with respect to any patents, proprietary information, know-how, mask works, copyrights or other intellectual property rights, except as specifically provided in Sections 2.1, 2.2 and 2.3.
2.5 The license and immunity granted by Your Voice to LICENSEE in Sections 2.1 and 2.2 and 2.3. include the right of LICENSEE to modify BiTXML,. In such a case LICENSEE hereby agrees to provide any modifications to Your Voice and hereby grants to Your Voice a nonexclusive, royalty-free, worldwide,, irrevocable license, under patent, copyrights, trade secrets or know-how, to any such modifications made by LICENSEE and adopted by Your Voice as part of BiTXML, with the unrestricted right to grant sublicenses thereunder.
2.6 Your Voice reserve themselves the right to adopt such amendments and modifications as part of BiTXML. The amendments and modifications carried out by the LICENSEE according to article 2.5 and adopted as part of BiTXML will be published on the bitxml.org website. Only the amendements and modifications published on the bitxml.org web site are to be considered as certified by Your Voice, adopted as part of BiTXML and apt for BiTXML.
2.7 Each Licensee's product manufactured and sold by the Licenesee complying with BiTXML or with an amended version of BiTXML adopted by Your Voice as per the article 2.6. must include the following wordings in a conspicuous location both on the packaging and inside the technical or commercial documentation presenting or accompanying the product:

   "product complying with BiTXML M2M Communications Protocol Specification manufactured and distributed under license of Your Voice S.p.A., Viale Lombardia 32, Milano, Italy" .
   "BiTXML is a registered trademark of Your Voice S.p.A., Viale Lombardia 32, Milano, Italy".

2.8 Each use, display, and performance of BiTXML by the Licensee must include the following warnings:

   "BiTXML M2M Communication Protocol Specification is used, displayed, and performed under license of Your Voice S.p.A., Viale Lombardia 32, Milano, Italy
   "BiTXML is a registered trademark of Your Voice S.p.A., Viale Lombardia, Milano, Italy"

2.9 The license granted to LICENSEE in Sections 2.1., 2.2 and 2.3. shall automatically terminate if:
2.9.1 LICENSEE asserts a claim or action against Your Voice based on or related to a patent owned or licensable by LICENSEE;
2.9.2 LICENSEE asserts a claim or action against any Your Voice's BiTXML licensees based on or related to a patent owned or licensable by LICENSEE where the alleged infringement is based upon the compliance with BiTXML.
2.10 None of the licenses granted by Your Voice to LICENSEE include any assurances as to non infringement of third party intellectual property, including (but not limited to) third party patents, copyrights, trade secrets, trademarks and mask works. LICENSEE acknowledges that in order for it to manufacture and sell products, it may be necessary for LICENSEE to obtain patent licenses from other parties, and the obtaining of such licenses shall be at LICENSEE's sole responsibility and shall be at LICENSEE's sole expense. Furthermore, Your Voice makes no representation as to the need for such licenses or their availability.

3. Term and Termination

3.1 The term of this Agreement shall begin on the Effective Date, and unless previously terminated as hereinafter set forth, shall remain in force indefinitely.
3.2 Your Voice shall have the right to immediately terminate this Agreement, including the revocable licenses granted herein, with cause by giving written notice of termination either directly to the LICENSEE or by posting a notice on the bitxml.org web site, upon the happening of any of the following events:
3.2.1 A determination by a court of competent jurisdiction that makes it unlawful for the Parties to continue the relationship contemplated by this Agreement;
3.2.2 If LICENSEE is in default of any of its material obligations under this Agreement and such default is not cured or a cure plan acceptable to Your Voice is not established, within thirty (30) days after receipt of a written notice from Your Voice specifying such default.
3.2.3 LICENSEE ceases doing business, is adjudged bankrupt or insolvent or files a petition for bankruptcy. LICENSEE may terminate this Agreement without cause by giving thirty (30) days written notice of termination to Your Voice.

4. Limited Warranty Disclamer and Liability

4.1 Any user of BiTXML should understand that your voice cannot provide technical support and will not be responsible for any consequences of its use or the performance of any products that may be designed according to BiTXML.
4.2 BiTXML is provided to you "as is" and your voice makes and you receive no warranties or conditions, express, implied, statutory or otherwise, and your voice specifically disclaims any implied warranties of merchantability, noninfringement, or fitness for a particular purpose. Your voice does not warrant that BiTXML will meet your requirements, or that the operation of any software or products designed according it will be uninterrupted or error free, correct, accurate, reliability or otherwise.
4.3 Limitation of liability. subject to applicable laws:

   in no event will your voice be liable for any loss of data, lost profits, cost of procurement of substitute goods or services, or for any special, incidental, consequential or indirect damages arising from your compliance with bitxml theory of liability;
   this limitation will apply even if your voice has been advised of the possibility of such damage;
   this limitation shall apply notwithstanding the failure of the essential purpose of any limited remedies herein;
   your voice's limitations of liabilities are not cumulative.

4.4 Articles 4.1., 4.2. and 4.3. shall apply both to BiTXML and to BiTXML amended version approved by Your Voice according to article 2.6. and to BiTXML amended version not approved by Your Voice according to article 2.6.

5. Miscellaneous

5.1 Apart from the provision set for in article 2.5., nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of Your Voice (including any contraction, abbreviation or simulation of any of the foregoing).
5.2 Each Party hereto agrees that the other Party may disclose to others the existence of this Agreement.
5.3 Each Party to this Agreement is an independent contractor and is not an agent of the other Party for any purpose whatsoever. Neither Party will make any warranties or representations on the other Party's behalf, and it will not assume or create any obligation on the other Party's behalf.
5.4 LICENSEE shall not assign its rights or delegate or subcontract its obligations under this Agreement without prior written permission from Your Voice.
5.5 This Agreement will not be binding upon the Parties until the Effective Date. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, between the Parties or any officer or representative thereof with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and signed on behalf of each Party by their respective representatives thereunto duly authorized. The requirement of written form may only be waived in writing.
5.6 Any waiver by either Party of any breach of, or failure to enforce at any time, any of the provisions of this Agreement, shall not be construed as or constitute a continuing waiver of such provision, or a waiver of any other provision of this Agreement, nor shall it in any way affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every provision of this Agreement.
5.7 If any provision of this Agreement is found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, the availability, legality and enforceability of any such provision in every other respect and the remainder of this Agreement shall continue in effect so long as it still expresses the intent of the Parties. If it no longer expresses the intent of the Parties, the Parties will negotiate a satisfactory alternative to such provision; if, after reasonable efforts, such alternative cannot be found, this Agreement shall either be renegotiated or terminated.

6. Governing Law and Jurisdiction

6.1 This Agreement shall be construed, and the legal relations created herein between the Parties shall be determined, in accordance with the laws of the Republic of Italy as if the Agreement was executed in and to be fully performed within, the Republic of Italy.
6.2 Any dispute relevant to, or arising from this License agreement shall be exclusively heard by Milan (Italy) Civil Court.