All members will be sent the following agreement to sign. If you are interested in joining PromoStandards, please visit our Join Us Page.
End User License Agreement
IMPORTANT: THIS END USER LICENSE AGREEMENT ("EULA") IS A BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND PROMOSTANDARDS. PLEASE CAREFULLY READ THIS EULA. YOUR USE OF ANY STANDARDS, MATERIALS OR DOCUMENTATION MADE AVAILABLE TO YOU BY PROMOSTANDARDS (IN WHATEVER FORM OR MEDIUM) CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT USE AND RETURN/DESTROY ANY STANDARDS, MATERIALS OR DOCUMENTATION YOU HAVE RECEIVED.
Additional Terms. PromoStandards reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on your use of the Standards. These updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Standards following the posting of changes will mean that you accept and agree to the Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
IMPORTANT NOTE FOR COPYING: The Standards are licensed to you only for internal business use, along with your non-copyrighted materials, materials in which you own the copyright, or materials for which you have obtained permission to reproduce or are legally permitted to reproduce.
1.1. “Standard(s)” shall mean the subject matter managed by PromoStandards, including the open standards, specifications, and related materials and documentation available at http://promostandards.org, including without limitation an materials or documentation added by subsequent third party licensors during the term of this EULA
1.2 “Participant” shall mean and include each individual who executes this End User License Agreement (“the Agreement”) and may access all third party licensed properties made available by or through PromoStandards hereunder.
1.3. “Derivative Work(s)” shall mean any work that is based on (or derived from) a Standard(s) and for which the editorial revisions, annotations, elaborations, or other modification represent, as a whole, an original work of authorship.
1.4 “EULA” shall mean this End User License Agreement
1.5 “PromoStandards” shall mean PromoStandards, Inc. and its affiliates.
1.6. “You” (or “Your”) shall mean a Participant granted access to all third party licensed propertiesthrough https://promostandards.org. For legal entities, “You” includes any entity that controls, is controlled by, or is under common control with You.
2. License Grants and Conditions.
2.1. License Grant. Subject to Your ongoing compliance with all material terms and conditions of this EULA, PromoStandards grants You, the Participant, a limited, non-transferable (except as described in this paragraph 2.1, below) and non-exclusive right to use the Standards, but only for Your internal business purposes. You may also copy the written materials accompanying the Standards for internal business purposes only. You may create certain Derivative Works from the Standards provided, those Derivative Works become part of the Standards. Otherwise, You may not modify, translate, rent, copy, distribute, create other derivative works, display, transfer or assign any of the Standards or any rights granted to you hereunder. You shall keep all proprietary notices, labels or marks for the Standards intact, including any underlying works which become part of your Derivative Works. You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the Standards, and the recipient agrees to the terms of this EULA.
2.3. Limitations on Grant Scope. The licenses granted in this Section 2 are the only rights granted under this License.
3.1. Distribution of Standards. All distribution of Standard(s), including any modifications or Derivative Work(s) thereof that You create or to which You contribute, must be under the terms of this Agreement. You must inform recipient(s) that the Standard(s) is governed by the terms of this EULA, and how recipient(s) must obtain and execute a copy of this Agreement as a condition precedent to using any of the same.
3.2. Distribution of a Derivative Work. You may create and distribute a Derivative
Work subject to and under the terms of this Agreement, provided that You provide written notice to inform PromoStandards of the creation of each Derivative Work(s).
3.3. Notices. You may not remove or alter the substance of any notices (including copyright notices, patent notices, disclaimers of warranty, or limitations of liability) contained within the Standard(s), except that You may alter any license notices to the extent required to remedy known factual inaccuracies.
4. Inability to Comply Due to Statute or Regulation. If it is impossible for You to comply with any of the terms of this Agreement with respect to some or all Standard(s) due to statute, judicial order, or regulation then you must: (a) comply with the terms of this Agreement to the maximum extent possible; and (b) describe the limitations and the Standard(s) they affect. Such description must be placed in a text file included with all distributions of the Standards(s) under this Agreement. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill to be able to understand it.
5.1. If You materially breach or fail to comply with any terms or conditions contained in this EULA, PromoStandards may, upon 10-days’ prior written notice to You, suspend your rights and privileges hereunder; or, terminate this EULA, unless you have cured the subject of the material breach within such 10-day period; or, if the subject of the material breach is not susceptible of a cure within such 10-day period, You have delivered to PromoStandards a detailed explanation of how You will cure the subject of the material breach and the additional period of time required to do so, and PromoStandards reasonably believes Your plan to cure is commercially reasonable.
5.2. This Agreement will automatically terminate without the necessity of notice if either You or PromoStandards files for protection under any bankruptcy laws or other laws for the protection of debtors, becomes insolvent, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has such petition filed against it.
6. Disclaimer of Warranty. Standards are provided under this EULA on an “as is, where is” basis, without warranty of any kind, either express, implied, or statutory, including, without limitation, warranties that the Standards are free of defects, merchantable, fit for a particular purpose, or non-infringing. The entire risk as to the quality and performance of Standards is with You. Should any Standard prove defective in any respect, You, and not any third party or PromoStandards, assume the cost of any necessary servicing, repair, or correction. This disclaimer of warranty constitutes an essential part of this Agreement. No use of any Standard is authorized under this Agreement except under this disclaimer.
7. Limitation of Liability. Under no circumstances and under no legal theory, whether tort (including negligence), contract, or otherwise, shall any either a third party licensor or PromoStandards, or anyone who distributes a Standard(s) as permitted above, be liable to You or You be liable to any of the the aforementioned parties for any direct, indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if such party shall have been informed of the possibility of such damages. This limitation of liability shall not apply to liability for death or personal injury resulting from such party’s negligence to the extent applicable law prohibits such limitation. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not apply to You.
8. Litigation. Any litigation relating to this Agreement may be brought only in the courts of a jurisdiction in which the defendant maintains its principal place of business, and such litigation shall be governed by laws of that jurisdiction, without reference to its conflict-of-law provisions. Nothing in this Section shall prevent a party’s ability to bring cross-claims or counter-claims.
10. Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not be used to construe this Agreement against a Licensor or PromoStandards.
13. Severability. If any provision of this EULA shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
14. No Waiver. No waiver of any breach of any provision of this EULA shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
15. No Strict Construction. This EULA shall be construed without any presumption or rule requiring that it might be construed against the party causing this Agreement, or any part of it to be drafted.
11. Versions of the License.
11.1. New Versions. PromoStandards is the license steward. Except as provided in Section 11.3, no one other than the license steward has the right to modify or publish new versions of this EULA. Each version will be given a distinguishing version number.
11.2. Effect of New Versions. You may distribute Standards(s) under the terms of the version of the EULA under which You originally received the Standards, or under the terms of any subsequent version published by the license steward.