THIS SUBLICENSE (the “License”) is between the XMPP Standards Foundation, a Delaware not-for-profit corporation, located in Denver, Colorado (the “XSF”) and LICENSEE, as listed at the signature line with its address and other contact information.
RECITALS:
A. Cisco Systems, Inc., having acquired Jabber, Inc. (“JINC”), a founding sponsor of the XSF, owns the trademark JABBER (the “Mark”) in various countries. JINC has authorized the XSF to sublicense the use of the Mark in connection with goods and services that use and/or relate to the XMPP Protocol and its extensions, as defined by the XSF. This trademark sublicensing scheme is necessary to prevent unscrupulous people from appropriating the Mark to the exclusion of others.
B. The XSF has established the conditions set forth in this License to permit use of the mark by Licensees, and has set a minimal one-time license fee intended to cover the operating costs of the licensing scheme without generating any profits. For this reason the terms of the License are not subject to negotiation and the License limits the liability of the XSF in recognition of the structure and purpose of the License.
C. To the extent possible, all Licensees under this licensing scheme have similar obligations for the benefit of all users, and the XSF makes no representations of exclusivity for any authorized Licensee. The XSF will not enter into any disputes between Licensees over conflicting uses of the mark, and this License requires Licensees to indemnify the XSF from any claims and costs arising out of such disputes, whether between Licensees or other persons claiming rights in the Mark in other countries.
TERMS OF LICENSE:
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Grant of License. the XSF hereby grants to Licensee a non-exclusive, worldwide sublicense to use the Mark, for the purpose of marketing and distributing goods and services that use and/or relate to the XMPP Protocol and its extensions, as defined by the XSF, and as described in Licensee’s Online Application. Licensee agrees to use the Mark in compliance with the terms of the XSF Licensing Program and the XSF Use Guidelines, which are subject to change from time to time. The XSF shall have the right to post the names and addresses of all Licensees on the XSF web site for public information, without further notice to Licensee. Length of License Term. This License is perpetual so long as Licensee complies with the terms and conditions of this License, but may be terminated by the XSF upon not less than thirty (30) days notice to Licensee for failure to comply with the said terms and conditions. Such notice shall give Licensee not less than thirty (30) days to comply with the terms and conditions and to correct violations, after which it will automatically terminate without any automatic right of reinstatement upon cure. Licensee may voluntarily terminate the License by written notice to the XSF at the Notice address provided herein.
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One Time Single Payment Royalty. This License shall become effective only upon acceptance by the XSF at its official office in Denver, Colorado and the receipt by the XSF of a one-time license fee of Five Hundred Dollars (US $500.00), which shall be non-refundable under all circumstances. Acceptance shall be communicated to Licensee by a XSF executed copy of this License sent to Licensee’s Notice address.
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Trademark Legend and Other Requirements. Licensee must place the following legend conspicuously on each copy of a product sold, licensed or leased by the Licensee, and at least once in the area of the title page of any documentation or sales literature accompanying the Licensed product or service:
JABBER® is a registered trademark and its use is granted under a sublicense from the XMPP Standards Foundation.
The first reference to the Mark in the documentation and advertising of the product shall also bear the circle ® symbol. The XSF shall have a reasonable right to request copies of and to inspect products and advertising distributed by Licensee as an aid to enforcing its trademark and license rights hereunder, as a part of policing the Mark. Upon request of the XSF, Licensee shall provide copies of packaging and labeling on such products and advertising so that the XSF can determine compliance with the terms and conditions of this License. Licensee shall make such modifications to future copies of packaging and advertising as may be requested by the XSF after such review. Licensee may not make any statements in its advertisements, manuals or literature that imply that its use of the mark or a modified version of the mark is any type of certification or standard authorized by the XSF. Licensee may not take any action that would impair or harm the Mark or the good will associated with the Mark.
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Limitations On Warranties And Other Liability. The sole purpose of this License is to permit Licensee to use the Mark commercially in conjunction with its product(s) or services and the royalty fee is set solely to cover licensing and enforcement costs of this licensing scheme. Licensee expressly waives any right to enforce warranties of any kind by the XSF or JINC with respect to this License, other than that the XSF has the right and authority to grant this sublicense and that the Mark is a registered trademark in the United States. All other warranties are expressly disclaimed by the XSF and JINC. Furthermore, Licensee understands that the XSF and JINC expressly disclaim liability for any damages incurred by Licensee and third party claims of any kind that may arise out of Licensee’s use of the Mark under this License. Without these waivers, the XSF and JINC would not have granted this License at any royalty rate or under any circumstances. These disclaimers of liability and warranties shall be effective as to any country in which the Licensee sells, licenses or leases the product using the Mark.
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Indemnity By Licensee. As an express condition of this License, Licensee hereby agrees to indemnify, defend and hold the XSF and JINC harmless from any and all third party claims that may arise in any manner in any country by reason of Licensee’s use of the Mark on its products and in its advertising. There are no exceptions to this indemnity, which shall include not only damages, interest, and expenses incurred but also reasonable attorney fees and the full costs of defending any such claims; provided only that the XSF and JINC shall promptly notify Licensee of any such claims and permit Licensee to defend the claims, itself, and that the XSF and JINC will assist Licensee in any reasonable manner in establishing the Licensee’s right to use the Mark, at the cost of Licensee. Should Licensee, however, fail to provide, in the XSF’s reasonable judgment, an adequate defense, then the XSF and JINC may retain their own counsel for the purpose of defending the claims and shall be entitled to recover the full cost of such defense in the manner set out above in this paragraph.
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Notice. All notices required by this License or any legal requirement relating hereto shall be given by the most reasonably expeditious means, including surface mail, courier, facsimile, or by email followed by some form of physical notice on paper, addressed to Licensee at the address set forth in the signature area below, and to the XSF at:
XSF Trademark Committee XMPP Standards Foundation P.O. Box 1641 Denver, CO 80202
Facsimile notices may be sent to the XSF at 303-308-3219, attention: XSF Trademark Committee and emails to trademark@jabber.org. Email notice to the XSF is not effective unless followed within three days by physical notice on paper by one of the means listed above. Either party may by notice change the address for notice in the manner stated above. Further information about the XMPP Standards Foundation can be found at https://xmpp.org/, and further information about the XSF’s Jabber Trademark Licensing Program can be found at https://xmpp.org/trademark/
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Effect of Invalidity; Amendments. If any term or provision of this License shall be held invalid under any applicable law, rule or regulation of any jurisdiction, then the entire License shall be deemed terminated without further notice and the same may not be reinstated unless acceptable to the XSF. Such termination shall not relieve Licensee of the obligation of the required Indemnity and acceptance of the waiver of all Warranties by the XSF and JINC, for the reasons noted in the applicable paragraphs above. No amendment of this License shall have any effect unless duly executed and dated by an officer of the XSF and the Licensee and shall be in writing. There can be no oral amendments or modifications of any kind.
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Applicable Law and Jurisdiction for Disputes. This License agreement is made under and shall be governed by the laws of the State of Colorado and U.S. trademark law, without regard to the rules on conflict of laws. The place of making shall be at Denver, Colorado, where it has been accepted by the XSF on behalf of it and JINC. The parties irrevocably consent to the personal jurisdiction of the state and federal courts located in Denver, Colorado, which courts shall have the sole and exclusive jurisdiction to hear any matters arising under or in connection with this License agreement. Any individual or business entity not located in the United States nonetheless agrees to such jurisdictional provisions, and agrees that any judgment entered against him, her or it in either of the courts listed above may be enforced against Licensee in his, her or its home country, and that Licensee shall not assert any defense of lack of jurisdiction by reason of being outside the United States, provided only that it has been given reasonable notice of the litigation in such courts, in accordance with the Notice provisions of this License.
EXECUTED BY THE PARTIES AS INDICATED BELOW ON THE DATES SET FORTH BY THEIR NAMES AND SIGNATURES:
LICENSOR:
XMPP STANDARDS FOUNDATION
XMPP STANDARDS FOUNDATION By Its Authorized Officer
Dated:
Denver, Colorado
LICENSEE:
Formal Name of Entity Type of Entity (Corp., P’ship, etc.) Name of Mark Authorized Street or Mail Address City, State and Country SIGNATURE of Officer Typed Name of Signatory Place of Signing Date of Execution By Licensee Telephone Number Fax Number Email Address for Notices
