License Agreement for SCHEMAS PUBLISHED FOR PUBLIC REVIEW AND COMMENT ("Agreement")
By installing, saving or using the Association for Retail Technology Standards ("ARTS") Schemas that includes the associated media and any related printed or electronic documentation ("Schemas"), the user ("Licensee"), an ARTS member or non-member, agrees to the following terms and conditions:
I. Grant of License
The National Retail Federation through its Association for Retail Technology Standards division (hereinafter collectively referenced as "Licensor") hereby grants Licensee with an express, limited, non-exclusive, royalty-free, and revocable license to install, display, use, store, and copy the published Schemas for its own internal purpose including review and commentary; and to embed the guidelines, standards, concepts, and components of the Schemas into software applications developed and sold by Licensee. Licensee may not loan, rent, lease, sublicense, or sell the Schemas, however, this restriction does not apply to Licensee's retail software products in which the Schemas have been embedded. In addition, this license grant allows Licensee to prepare derivative works from the Schemas for incorporation into software applications developed and sold by Licensee.
II. Ownership
The Licensor owns all right, title, and interest in and to the Schemas. Copyright laws, as well as other intellectual property laws and treaties, protect the Schemas. Licensee may not remove any proprietary notices, and any duplication of the Schemas must include all proprietary notices displayed in the original version.
III. Exclusion of Warranties
Licensee acknowledges that the Schemas are in draft form and this publication is for the sole purpose of obtaining public comment. Schemas are provided AS IS. To the maximum extent permitted by applicable law, Licensor disclaims all warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose as they relate to the Schemas.
IV. Limited Liability
To the maximum extent permitted by applicable law, in no event shall the NRF, ARTS, or their directors, officers, employees, agents, or affiliates be liable for any damages whatsoever, including, but not limited to, special, incidental, consequential, or indirect damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss, arising out of the use or inability to use the Schemas even if Licensor has been advised of the possibility of such damages. In any case, the maximum liability of Licensor or their directors, officers, employees, agents, or subsidiaries is the amount actually paid by Licensee for the Schemas.
V. Term and Termination
The term of this license extends through the review and comment period for ninety (90) days beginning on the initial date of publication by Licensor. Without prejudice to any other rights, Licensor may terminate this license if Licensee fails to comply with the terms and conditions of this Agreement. In the event of termination, Licensee, at Licensor's option, hereby agrees to destroy and/or delete all copies of the Schemas and to return all printed copies to Licensor.
VI. Derivative Work
Licensor has no responsibility for derivative work, therefore, Licensee agrees to indemnify and hold harmless Licensor, its directors, officers, employees, agents, and affiliates from and against any claims, judgments, or damages for infringement of the derivative work upon any third party's rights.
VII. Arbitration
Any controversy, claim, or dispute arising out of or related to this Agreement, or the breach or alleged breach hereof, the remedy for which is not otherwise set out in this Agreement, that cannot be resolved through informal dispute resolution between the parties, shall be submitted by the parties to binding arbitration in accordance with the commercial rules of the American Arbitration Association in Washington D.C. and governed by New York Law then in effect. The award rendered in the arbitration shall include the prevailing party's costs of arbitration, reasonable attorney's fees, and reasonable costs for experts and other witnesses, and the decision of the arbitrators may be entered in any court having jurisdiction thereof. Nothing in this Agreement shall prevent either party from seeking injunctive relief (or any other provisional remedy or equitable relief) from any court having jurisdiction over the parties and the subject matter of the dispute to protect any and all of their respective rights.
VIII. Miscellaneous
A. The following Articles shall survive termination or expiration of this Agreement: III. Ownership, IV. Sole Remedy, V. Exclusion of Warranties, VI. Limited Liability, VII. Termination, VIII. Arbitration, and X. Miscellaneous.
B. If any clause or provision of this Agreement is deemed illegal, invalid, unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during its term, the remaining parts of this Agreement shall not be affected thereby, unless such invalidity is essential to the rights of both parties.
C. No failure by either party to take action on account of any breach by the other shall constitute a waiver of any breach or of the performance by the other.
D. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. Any assignment or transfer without the required consent is voidable at the other party's option. This Agreement is binding on the parties and their respective successors.
E. This Agreement contains the complete understanding between the parties and may be amended or modified only in writing. There are no other agreements or undertakings, written or oral, in effect between the parties relating to the subject matter herein.
