Download GIS Specification

IPASS INC.

ACCESS GATEWAY INTERFACE SPECIFICATION [1.0] LICENSE AGREEMENT

IMPORTANT PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE "ACCEPT" BUTTON BELOW.

This License Agreement (the "Agreement") is a legal agreement between you, either an individual or a single legal entity ("You"), and iPass Inc. ("iPass") that governs Your acquisition and use of the version of the iPass specification identified above and any accompanying documentation (the "Specification"). You must accept the terms of this Agreement before viewing, downloading, copying, or otherwise using (collectively, "Acquiring") the Specification.

By clicking "ACCEPT" at the end of this Agreement, or by Acquiring the Specification, You are indicating that You have read and understood, and assent to be bound by, the terms of this Agreement. If you are an individual working for a company, you represent and warrant that you have all necessary authority to bind your company to the terms and conditions of this Agreement.

If You do not agree to the terms of the Agreement, You are not granted any rights whatsoever in the Specification.

The Specification is owned by iPass or its licensors and protected by copyright and other intellectual property rights. The Specification is licensed, not sold or given away, strictly under the terms of this Agreement.

1. IPASS LICENSE GRANT. Subject to the terms of this Agreement, iPass grants to You a royalty-free, worldwide, non-exclusive, non-transferable license, without the right to sublicense, under the Specification Intellectual Property, (a) to make, have made, use, sell, offer to sell, and import Implementations of the Specification and (b) to make a reasonable number of verbatim copies of the Specification solely for Your internal use in connection with exercising the license granted in clause (a). The "Specification Intellectual Property" is composed of iPass copyrights in the Specification and the claims of patents (if any) owned by iPass that are necessarily infringed by making, having made, using, selling or importing an Implementation, but specifically excludes any trademark, service mark, or trade name of iPass or its affiliates. An "Implementation" is any implementation of the Specification developed by You that (y) is a complete and fully-compliant implementation of the mandatory requirements set forth in the Specification, without subsetting or supersetting and (z) if such implementation includes any optional components of the Specification, includes the complete and fully-compliant implementation of the requirements of such optional components, without subsetting or supersetting. If You are a legal entity, You may distribute copies made under clause (b) only to Your employees for their use solely in their work for You, on the condition that such persons are provided with a copy of this Agreement and made aware of its terms prior to or concurrent with such distribution; otherwise, You may not distribute copies of the Specification.

2. YOUR LICENSE GRANT. You hereby grant to iPass and its affiliates a royalty-free, worldwide, non-exclusive, perpetual and irrevocable license under all of Your present and future copyrights, trade secret rights, patent rights, and other intellectual property rights in any Feedback You provide to iPass, to copy, modify, perform, display, create derivate works of, and otherwise use such Feedback, and to make, have made, use, sell, offer to sell, import and otherwise exploit any implementation of such Feedback, including without limitation the right to sublicense such rights through multiple tiers of distribution. iPass may assign its rights under such license in conjunction with all or any part of its rights in the Specification. "Feedback" means any communication pertaining to the Specification, including without limitation changes, fixes, improvements, enhancements, applications, suggestions, ideas, concepts, know-how, techniques, data, translations, reformattings, and the like.

3. RESTRICTIONS ON USE. Except as expressly permitted in Section 1 (if at all), You may not (a) copy, translate, modify, create derivative works of, or otherwise use the Specification or any part thereof, (b) distribute, sell, assign, pledge, sublicense, lease, loan, rent, or otherwise transfer the Specification or any part thereof in any form to another person, (c) remove from the Specification, or alter, any of the trademarks, trade names, logos, patent or copyright notices or other proprietary notices or markings, or add any other notices or markings to the Specification, or (d) permit any other party to do any of the foregoing under clauses (a) through (c). iPass does not grant to You any express or implied licenses or rights to any enabling technologies or systems that may be necessary to develop, demonstrate, make, use or sell an Implementation.

4. OWNERSHIP. You agree that the Specification and all intellectual property rights therein are owned by iPass. iPass reserves title and all rights to and interests in the Specification and the Implementations not expressly granted to You in Section 1, including without limitation all patent rights, copyrights, trademarks, trade names, trade secrets and other proprietary rights.

5. MAINTENANCE AND UPGRADES You understand that iPass may update the Specification at any time but is under no obligation to inform You of or furnish to You such updates pursuant to this Agreement. This Agreement does not grant You any right, license, or interest in or to any direct support, maintenance, improvements, modifications, enhancements, or updates to the Specification or supporting documentation.

6. NO WARRANTIES. THE SPECIFICATION IS PROVIDED AND LICENSED TO YOU "AS IS". The Specification could include technical inaccuracies or typographical errors, and changes may be periodically added to the information therein. (Such changes will generally be incorporated into new versions of the Specification, if any.) You assume the entire risk as to, and acknowledge that You rely solely at Your own risk on, results and performance arising out of the use of the Specification or any implementation thereof. Should the Specification prove to have defects in any way, You assume the entire cost of all servicing, repair or correction arising in connection with such defects.

IPASS DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SPECIFICATION. WITHOUT LIMITING THE FOREGOING, IPASS SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS THAT THE SPECIFICATION, IPASS'S EFFORTS, OR ANY SYSTEM WITH WHICH YOU WILL USE THE SPECIFICATION OR AN IMPLEMENTATION THEREOF WILL MEET YOUR REQUIREMENTS, FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, OR THAT THE OPERATION OR IMPLEMENTATION OF THE SPECIFICATION OR ANY IMPLEMENTATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF YOUR REQUIREMENTS, SOFTWARE, AND HARDWARE TO ACHIEVE YOUR INTENDED RESULTS. Some jurisdictions do not allow the disclaimer of implied warranties, so the above disclaimer may not apply to You, in which case the duration of any such implied warranties is limited to thirty (30) days from the date the Specification is first Acquired by You. In case of breach of such implied warranties, iPass's sole and exclusive obligation and liability and Your sole and exclusive remedy will be, at iPass's sole discretion, to (i) repair, correct, or work around any defect or (ii) provide a replacement copy of the Specification.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL IPASS BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, OR LOST DATA, OR FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SPECIFICATION, INCLUDING WITHOUT LIMITATION DAMAGES THAT ARISE OUT OF YOUR USE OR INABILITY TO USE THE SPECIFICATION (AND ANY INTELLECTUAL PROPERTY SUBSISTING THEREIN), EVEN IF IPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF IPASS IN CONNECTION WITH THIS AGREEMENT AND THE SPECIFICATION, WHETHER IN CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

8. INDEMIFICATION. You agree to defend, indemnify and hold iPass harmless from and against all loss, cost, liability, damage, and expense arising from or relating to Your use or misuse of the Specification or Your breach of this Agreement, including without limitation all fines, penalties, liabilities, damages, costs, and expenses incurred by iPass as a result of Your failure to comply with export control laws and regulations in accordance with Section 11.

9. TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement any time by permanently destroying all copies of the Specification and by permanently discontinuing all use of the Specification. Unauthorized copying of the Specification, or failure to comply with the terms of this Agreement including without limitation the public distribution of any implementation of the Specification that is not an Implementation will result in automatic termination of this Agreement, without limiting any other rights or remedies of iPass. iPass may in its sole discretion terminate this Agreement upon notice to You if an Implementation by You gives rise to a lawsuit against iPass or its officers, directors, employees or agents (i) for which the indemnification in Section 8 does not apply, (ii) for which You assert that such indemnification does not apply, or (iii) for which, in iPass's reasonable opinion, You do not have the resources to reasonably fulfill Your obligations under Section 8. Upon termination of this Agreement, the license granted in Section 1 will terminate and You must immediately destroy all copies of the Specification in Your possession and/or control. The remaining provisions of this Agreement will survive termination.

10. U.S. GOVERNMENT USE. The Specification may include commercial technical data as defined in 48 C.F.R. 12.211 (Sep 1995). Consistent with 48 C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), and 48 C.F.R. 252.227-7015 (Nov 1995), all U.S. Government end users acquire the Specification with only those rights set forth herein.

11. EXPORT CONTROL. You will comply with all applicable export and import control laws and regulations in Your use of the Specification and, in particular, You will not export or re-export the Specification or any Implementation without the required United States and foreign government licenses.

12. MISCELLANEOUS. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. No waiver or modification of the Agreement will be valid unless signed by each party. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof. The headings in this Agreement do not affect its interpretation. You may not assign or transfer any of Your rights or obligations under this Agreement to a third party without the prior written consent of iPass. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning. iPass may assign this Agreement without consent to any affiliate or to a successor in interest to all or a substantial part of iPass's business. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect. This Agreement is governed by the laws of the State of California without reference to conflict of laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Should You have any question about this Agreement, or if You desire to contact iPass Inc., please contact us by mail at 3800 Bridge Parkway, Redwood Shores, CA 94065, by phone at 650-232-4100, or by email at legal@iPass.com.

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