End-user License Agreement for the use of nexo Standards and Specifications ("Agreement")
By installing, saving or using the nexo Standards and Specifications (“nexo Standards”) that includes the associated media and any related printed or electronic documentation, the end-user (“Licensee”), agrees to the following terms and conditions:
I. Definitions
“nexo” means a non-profit international organisation (Association Internationale sans But Lucratif) registered in Brussels, Belgium.
“nexo Standards” shall refer to any technical standard and/or specification developed and maintained by nexo. By extension, it also addresses ISO 20022 CAPE specifications developed and maintained by nexo, as per ISO 20022 Intellectual Property Rights Policy.
II. Grant of License
nexo (the “Licensor”) hereby grants Licensee with a worldwide, non-exclusive, royalty-free and revocable license to install, display, use, store and copy the nexo Standards for its own internal purposes. This Agreement also allows the nexo Standards to be used to develop software programs by Licensee that comply with the nexo Standards.
The present end-user license does not authorise the Licensee to - and the Licensee expressly warrants that he shall not - loan, rent, lease, sublicense or sell the royalty-free nexo Standards. These restrictions, however, do not apply to the software programs developed by Licensee that implement the nexo Standards.
The present end-user license does not authorise the Licensee to - and the Licensee expressly warrants that he shall not - modify, adapt or otherwise change the nexo Standards in any manner or to create any derivativeworks based on the nexo Standards or to incorporate into software applications developed, distributed and/or sold by Licensee any modified version of the nexo Standards.
This Agreement does not grant to Licensee a license to use any of nexo’s trademarks or logos, except that the Licensee may use the nexo’s logo if the Licensee complies with the terms of the nexo Brand Logo Policy (available on the nexo Web site).
III. Ownership
The Licensor owns all right, title, and interest in and to the nexo Standards. Copyright laws, as well as other intellectual property laws and treaties, protect the nexo Standards. Licensee may not remove any proprietary notices, and any duplication of the nexo Standards must include all proprietary notices displayed in the original version.
IV. Disclaimer
Licensee acknowledges that the nexo Standards 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 nexo Standards. Licensor does not warrant that the use of the nexo Standards will not infringe any third party’s intellectual property rights nor does the Licensor warrant that it has made any independent effort to identify any such rights.
V. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall nexo, its members, 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 nexo Standards even if Licensor has been advised of the possibility of such damages.
VI. Term and Termination
Without prejudice to any other rights, Licensor may terminate immediately and without notice 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 nexo Standards in its possession or control. The termination of this license will not affect any software programs distributed by Licensee that implemented the nexo Standards.
VII. Derivative Work
Since this Agreement does not authorise the creation of any derivative works based on the nexo Standards and the Licensee expressly warranted that he would not create any such derivative works, then the Licensee agrees to indemnify and hold harmless the Licensor, its directors, officers, employees, agents, and affiliates from and against any claims, judgments, or damages based on the Licensee’s infringement of the present nexo policy against the creation of derivative works.
VIII. Governing Law - Arbitration
This Agreement shall be governed by and construed according to the laws of Belgium without the application of any rules relating to conflicts of laws. The Licensor and Licensee irrevocably submit to the exclusive jurisdiction of the Brussels courts, regardless of where the dispute arises or the domicile of the defendant.
Any dispute concerning this Agreement that cannot be amicably resolved, shall be ultimately settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC).
The arbitration proceedings shall take place in Brussels, Belgium and shall be conducted in the English language.
IX. Miscellaneous
- A. The following Articles shall survive termination or expiration of this Agreement: I., Definitions, III. Ownership, IV. Disclaimer, V. Limitation of Liability, VI. Term and Termination, VII. Derivative Work, VIII. Governing Law - Arbitration, and IX. Miscellaneous.
- B. If any clause or provision of this Agreement is deemed illegal, invalid or unenforceable because of present or future laws, rules or regulations of any governmental body or entity, then the remaining parts of this Agreement shall not be affected thereby and shall continue to have full force and effect.
- 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. The Licensee shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Licensor. Any assignment or transfer without the required consent is voidable at Licensor’s option and can be the basis for a termination for material breach of Licensee’s license. This Agreement is binding on the parties and their respective successors.
- E. This Agreement contains the complete understanding between the parties and shall only 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.