These FiRa Ecosystem Product Listing Program Terms of Service (the “Terms”) govern your participation in the FiRa Consortium, Inc. (“FiRa”, “we” or “our”) Ecosystem Product Listing Program (the “Program”) and your use of all web sites, web pages, domains, portals, registries, and other online resources associated with the Program (collectively, the “Services”). Notwithstanding the foregoing, FiRa may from time to time require users of specific or other FiRa portals, services or resources to agree to corresponding additional or separate terms and conditions, and any such additional or separate terms shall govern to the extent applicable by their terms. For purposes hereof, the terms “you” and “your” mean the company, organization, association or other entity submitting a Product (defined below) or associated materials or information through the Services (or on behalf of which such Product, materials or information is submitted).
Please carefully review these Terms. Your use of the Services (directly, or by or through any of your employees, representatives, agents, contractors or others under your control or at your direction (collectively, your “Personnel”)) constitutes your unconditional agreement to follow and be bound by these Terms. If you do not agree to these Terms, you are not authorized to use the Services, including without limitation, by submitting or uploading any materials or information to the Services. We reserve the right to update or modify these Terms at any time without prior notice. Your use of the Services following any such change constitutes your unconditional agreement to follow and be bound by these Terms as changed. These Terms, and the terms of the FiRa Consortium Global Privacy Notice (the “Privacy Policy”, incorporated herein by this reference) contain the entire agreement between you and FiRa with respect to your use of the Services.
1. Program and Program Listings
The intent of the Program is to promote and create a community of interest in products that utilize FiRa technologies. In order to achieve such purpose, FiRa authorizes you to use the user-facing functionality of the Services solely for the purpose of submitting to FiRa information and materials relating those of your hardware devices and/or software products (collectively, “Products”) that you wish FiRa to review and consider for potential identification by FiRa on the public FiRa website (each such listing, a “Listing”). By submitting information or materials relating to your Products to FiRa via the Services, you (a) acknowledge and agree that Listing is only available for (i) hardware devices that contain processor chips that have successfully completed FiRa certification for compliance with FiRa standards and specifications and (ii) software products that have been designed to leverage such hardware devices (hardware devices and software products meeting the requirements of this paragraph and any other applicable Program requirements, collectively, “Eligible Products”) and (b) you will only submit information or materials to FiRa via the Services for Products that you believe are Eligible Products.
2. Listings
You hereby expressly acknowledge and agree that FiRa (a) may publish a list or lists of vendors (including you) and corresponding Products that have been submitted to and approved by FiRa for Listing through the Services, along with associated Product information provided by the applicable vendor, and (b) may remove any Listing at any time for any or no reason, and in its sole discretion, including but not limited to, in the event FiRa determines that the corresponding Product is not or is no longer an Eligible Product or terminates the Program.
You expressly acknowledge and agree that the posting of information relating to you or your Eligible Products via the Services or FiRa website in connection with the Program does not constitute and should not be construed in any way as an endorsement or authorization by FiRa of you or any Product.
3. Use of Services
General. You may access the user accessible aspects of the Services solely for their intended purposes. You may view, download and print any materials and information that we make available on or through the Services (collectively “Content”), solely for your own internal review purposes. Except for the limited rights expressly granted herein, or as otherwise required by law or granted pursuant to a separate written agreement between you and FiRa, you may not publish, distribute, copy, assign, license, sublicense, transfer, sell, prepare derivative works of, or use any Content for any purpose, and you acknowledge and agree that all right, title and interest in and to the Services and Content is owned by DiRa and hereby reserved.
Without limiting the foregoing, you may not use the Services in violation of or to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal trade or business practices, federal and state securities laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any U.S. or foreign laws, rules, and regulations governing the export, re-export or transfer of commodities or technical data. You may not upload or transmit any material that infringes or misappropriates any person’s copyright, patent, trademark, or trade secret, or disclose via the Services any information the disclosure of which would constitute a violation of a confidentiality obligation on your part. You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject FiRa’s networks or servers to unreasonable traffic loads, or otherwise engage in conduct deemed by FiRa to be disruptive to the ordinary operation of the Services. You are strictly prohibited from circumventing or attempting to circumvent the security of or any security measure that protects the Services or contents thereof, and from communicating on or through the Services any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
User Submissions. We do not want to receive any confidential or proprietary information through your use of the Services. Accordingly, any material, information, or other communications that you transmit, post or upload to or through the Services (collectively, “Submissions”) will be considered non-confidential, and you agree that we (a) are authorized to use all Submissions as contemplated by these Terms, (b) will be under no obligation of any kind with respect to such Submissions, and (c) at our sole election, may attribute authorship of your Submissions to you by listing your name. FiRa may, but is not obligated to, monitor or review any and all Submissions. FiRa, however, will have no liability related to the content of any such Submissions, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. FiRa may edit or remove any content or Submissions from the Services at its discretion at any time.
Accuracy of Information. You agree that you are fully responsible for all of your Submissions and activities in connection with the Services or Program. You grant FiRa, its affiliated companies, and all other persons or entities involved in the operation of the Services the right to transmit, monitor, retrieve, store, and use your Submissions in connection with the operation of the Services and provision of related services to you. We cannot and do not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the Services.
You agree to provide true, accurate, current, and complete information when using and/or registering to use any of the Services. It is your responsibility to maintain and promptly update any information or materials you provide through the Services to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate these Terms with you, your access to the Services, your participation in the Program, or any associates Listings, without notice, and to refuse any and all current and future use of the Services.
Third-Party Links. The Services may link to or otherwise allow you to access or use or integrate with third-party providers of products and services (“Third-Party Services”). Such Third-Party Services are not part of the “Services” under these Terms and are not subject to any terms related to the Program or the Services. The availability of any Third-Party Services through the Services does not imply FiRa’s endorsement of or affiliation with the provider. Access to and use of any Third-Party Services are subject to the separate terms and conditions required by the providers of the Third-Party Services. FiRa does not control the Third-Party Services and will have no liability to you in connection with any Third-Party Service. FiRa has no obligation to monitor or maintain any Third-Party Service and may replace, disable, or restrict access to any Third-Party Service at any time, without notice.
4. REPRESENTATIONS AND WARRANTIES
You represent and warrant to FiRa that: (a) you have the right to provide to FiRa the Communications and the rights granted herein; (b) as of the time of submission of Product information to FiRa as contemplated herein, you will own the corresponding Product (or have all necessary rights, licenses, authorizations or other permissions with respect to such Product and to provide such information to FiRa for all Program purposes); and (c) neither the execution nor performance of these Terms violates or shall cause FiRa to violate any applicable statute, law, regulation, or other legal or regulatory requirement.
5. NOTIFICATION OF POSSIBLE COPYRIGHT INFRINGEMENT
In the event you believe that material or content published as part of the Services may infringe on your copyright or that of another, please provide detailed written notice of such possible infringement to FiRa at marketing@firaconsortium.org.
6. TERM AND TERMINATION
Either party may terminate these Terms as they relate to the relationship between you and FiRa established hereunder at any time upon thirty (30) days’ notice, and these Terms shall automatically terminate in the event FiRa terminates the Program. Upon any such termination, all rights and obligations of the parties hereunder shall immediately cease, except that the provisions of Sections 8 through 11 below shall survive.
7. COMMUNICATIONS
You hereby (a) agree to receive communications from FiRa relating to the Services and the Program and (b) authorize us to use your logos (subject to any applicable trademark or logo usage guidelines that you may provide to us for such purpose) and (subject to Section 8 below) your name and any other personal information that you may provide to us in connection with the Program or through the Services, to identify you and your Eligible Products publicly in connection with the Services.
8. DATA PRIVACY
Personally identifiable information that you or your Personnel provide to us through the Services (“Personal Data”) is only collected with your (or their) consent and is governed by our Privacy Policy. Depending on where the subject of such Personal Data is located or resides, they may have certain rights with respect to Personal Data provided to us under the General Data Protection Regulation (“GDPR”) or other applicable data privacy laws (collectively with the GDPR, “Applicable Privacy Laws”). Contact FiRa at privacy@firaconsortium.org if you have concerns regarding Personal Data, or if the subject of such Personal Data wishes to exercise any of their corresponding rights under Applicable Privacy Laws. To learn more about these rights and how we protect the privacy of Personal Data, please visit the Privacy Policy.
9. DISCLAIMERS; LIMITATION OF LIABILITY
THE PROGRAM, SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, ‘WHERE IS”, BASIS, “WITH ALL FAULTS” KNOWN AND UNKNOWN. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) FIRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, SERVICES AND CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (B) IN NO EVENT WILL FIRA OR ANY DIRECTOR, OFFICER, EMPLOYEE, CONTRACTOR, REPRESENTATIVE OR AGENT THEREOF BE LIABLE TO YOU IN CONNECTION WITH THESE TERMS, THE PROGRAM, CONTENT OR SERVICES FOR ANY (A) SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR (B) ANY DAMAGES IN EXCESS OF $100, IN EACH CASE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DISCLAIMERS AND LIMITATIONS OF DAMAGES AND LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED OR AVAILABLE THEREIN.
10. INDEMNITY
You hereby agree to defend, indemnify and hold harmless FiRa and its directors, officers, employees, contractors, representatives and agents (collectively with FiRa, “FiRa Parties”) from and against any and all losses claims, damages, injuries, expenses (including reasonable attorneys’ fees and court costs) and liabilities arising out of or in connection with any (i) breach of your representations or warranties under these Terms; (ii) third-party claim regarding any of your Products, Communications, or the content thereof, the use of any of the foregoing, or the fact that any such Product suffers from any defect, flaw, non-conformity, non-compliance with any FiRa standard or specification, security weakness, or vulnerability, or does not comply with any express or implied warranties or commitments you may make to your customers; or (iii) infringement, misappropriation or violation of any third party patent, trademark, copyright, trade secret, or other intellectual property right caused by any of your Products, the use thereof, or any associated information you provide to FiRa via the Services.
11. GENERAL
These Terms do not create any agency, partnership or joint venture relationship between the parties, and neither party shall have any power to obligate or bind the other in any manner. These Terms shall be binding upon and inure to the benefit of the parties and their successors and assigns. Either party may assign these Terms to any successor of its business. Any other assignment shall be void unless approved by the other party in writing. These Terms (together with the Privacy Policy) constitute the entire agreement between the parties relating to the subject matter hereof, and supersedes all prior proposals, discussions or writings relating to such subject matter. All notices hereunder shall be delivered to the address of the intended recipient (for notice to FiRa, by email to marketing@firaconsortium.org; and for notices to you, by email to the email address you provided to FiRa in connection with Program registration), or such other address as such recipient has provided to the other party for such purpose in accordance with this sentence. No amendment, modification or waiver of any provision hereof shall be effective unless in a writing executed by both parties; provided that FiRa may modify the Terms upon 30 days’ notice to you, which modifications shall be effective as of the end of such 30-day period (subject to your earlier termination of these Terms as provided for herein). No waiver of a breach by either party is a waiver of any subsequent or other breach. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid for any reason, the invalid provision shall be deemed omitted and the remaining terms shall nevertheless be carried into effect. The laws of the State of Delaware, USA, shall govern the enforceability, construction, interpretation, and validity of these Terms, without regard to the conflicts of law principles thereof. Each party hereby consents to the exclusive jurisdiction of the state and federal courts of Wilmington, Delaware, for any action or dispute arising out of these Terms.