mtconnect.org

MTConnect
Public Comment and Evaluation License Agreement

The MTConnect Technical Advisory Group, a forum sponsored by AMT - the Association for Manufacturing Technology, a non-profit corporation ("AMT"), is developing technical standards and specifications intended to foster greater interoperability between automation/control applications, field systems/devices, and business/office applications in the manufacturing industry (the "MTConnect Specifications"), as well as schema, prototype software examples, and related documentation in order to facilitate the implementation of the MTConnect Specifications in compliant applications, drivers, and other services (together, with the MTConnect Specifications and any updates or modifications thereto and any other materials made available by the MTConnect TAG or AMT for use pursuant to this agreement ("Agreement"), the "MTConnect Materials").

The MTConnect TAG has made certain drafts of the MTConnect Specifications and other MTConnect Materials available for review and comment by interested parties and the general public, pursuant to the terms and conditions herein. The MTConnect TAG will accept comments, such as written suggestions and other feedback ("Comments"), about the MTConnect Materials that are made available, only pursuant to the terms and conditions herein. You may not submit, and AMT and its forum MTConnect will not accept, suggestions, feedback, or comments in any form about the MTConnect Materials unless you are a registered user and affirmatively agree to be bound by the terms of this Agreement by checking the box to accept the Agreement.

This agreement is intended to grant you an evaluation license to use the MTConnect Materials for purposes of testing, evaluation and — if you chose to do so — the submission of Comments (Section 2). Section 3 applies to you only if and when you chose to provide Comments or feedback on the MTConnect Materials. By choosing to provide such Comments to the MTConnect TAG, you grant AMT the necessary license under copyright to use your contribution for MTConnect Materials and other MTConnect purposes; you agree to grant those who develop and sell a product that complies with the MTConnect Specification a license to any patent you own or control that is necessary to comply with the MTConnect Specification; and you warrant you have the right to make the Contribution and to grant the license rights to use it. (Section 3).

By checking the box indicating that you accept the terms of this Agreement , and clicking "I agree" below or otherwise using any of the MTConnect Materials (the date of such click or of such first use, shall be referred to as the "Effective Date"), you (and if you are or will be using the MTConnect Materials on behalf of another person or entity, on your own behalf and on behalf of such other person or entity) hereby enter into this Agreement and, in consideration of the covenants and agreements contained herein, and other good and valuable consideration the receipt of which is hereby acknowledged, agree as follows.

1. The term "you" and "your" as used in this Agreement includes you and any other person or entity on behalf of whom you may use the MTConnect Materials or submit Comments.
2. MTConnect Materials and Evaluation License.
1. Based on your agreement to the terms and conditions of this Agreement, and only if you are a registered user, AMT grants to you, during the term of the Agreement, a non-exclusive, non- transferable, revocable, non-sublicensable, fully-paid-up copyright license to use the MTConnect Materials made available to you pursuant to this Agreement solely for purposes of testing, evaluation and — if you chose — the submission of Comments to MTConnect in accordance with the terms of this Agreement. You agree, to the extent copies and redistributions are permitted, that you will only copy or redistribute the MTConnect Materials in the form in which you received them, without modifications, and with all copyright notices and other notices and disclaimers contained in the MTConnect Materials.
2. You acknowledge and agree that MTConnect has the right to determine, in their sole discretion, the nature and scope of the MTConnect Materials made available to you pursuant to this Agreement. You acknowledge and agree that the license grant in this Section 2 does not extend to any MTConnect Materials that are not made available to you pursuant to this Agreement.
3. As between the parties, AMT retains all of its rights, title, and interest in the MTConnect Materials, except for the limited license rights expressly granted to you in this Agreement. You agree not to use the MTConnect Materials for any purposes (commercial or otherwise) not expressly permitted pursuant to this Agreement.
3. Comments.
   
   This Section 3 applies to you only if you chose to provide Comments to the MTConnect TAG.
   
   You agree that, if you chose to provide Comments to the MTConnect TAG with respect to any MTConnect Materials, your contribution of such Comments is made subject to the following terms:
1. You hereby grant AMT and the MTConnect TAG a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid-up license, with the right to sublicense, to use, disclose, copy, reproduce, perform, display, publish, license, modify, create derivative works, or otherwise distribute and exploit Comments you provide for the purpose of developing and promoting the MTConnect Materials, any other purpose or goal reasonably related to the MTConnect Materials, or the purposes and goals of the MTConnect TAG.
2. You agree to grant, upon request, to each implementer of MTConnect Specifications and/or other MTConnect Materials that incorporate or are based on your Comments, a non-exclusive, perpetual, worldwide, royalty-free, fully-paid-up license under all applicable intellectual property rights, including patents and copyrights, owned or controlled by you, to make, have made, use, import, offer to sell, sell and otherwise distribute and dispose of any product or to practice any process that implements and complies with the portions of the MTConnect Materials that incorporate or are based on your Comments.
3. You warrant to the best of your knowledge and belief: (i) that you have rights to provide Comments, and if you are providing Comments on behalf of another person or entity, you warrant that you are authorized to provide Comments and to make the foregoing license grants and commitments on behalf of such person or entity; (ii) that you are not aware of any patents or other intellectual property rights, held by a third party, that cover your Comments; (iii) that your Comments are not subject to licensing restrictions or limitations that would require any implementing product to be disclosed or distributed in source code form, or require licensing for the purpose of making derivative works; and (iv) that you are authorized to enter into, and you are entering into, this binding Agreement on your behalf as well as on behalf of any other person or entity for whom you may be using the MTConnect Materials or submitting Comments.
4. You also acknowledge and agree that AMT and the MTConnect TAG are not required to incorporate your Comments into any version of the MTConnect Materials, and that your Comments are not confidential and AMT or the MTConnect TAG are free to disclose them to any party for any purpose.
4. Terms of Use and Privacy Policy.
   
   You have read and agree to the Terms of Use set forth at http://www.mtconnect.org/ and the Privacy Policy set forth at http://www.mtconnect.org/, and that the terms thereof are incorporated herein.
5. Warranty And Disclaimer.
   
   THE SITE IS PROVIDED "AS-IS." AMT, MTCONNECT, AND EACH OF THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, AFFILIATES, SPONSORS, AND AGENTS (COLLECTIVELY, THE "AMT PARTIES") MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SITE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO THE MTCONNECT MATERIALS. THE AMT PARTIES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE AMT PARTIES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES OF TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, OR AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE, (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF THE MTCONNECT MATERIALS OR THE OTHER CONTENT MADE AVAILABLE ON THE SITE OR OTHERWISE BY ANY OF THE AMT PARTIES, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY ANY OF THE AMT PARTIES OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
   THE AMT PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE MTCONNECT MATERIALS OR OTHER CONTENT PROVIDED THROUGH THE SITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; OR (d) THAT THE MTCONNTECT MATERIALS OR OTHER CONTENT ON THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE MTCONNECT MATERIALS AND ANY OTHER CONTENT ON THIS SITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND THE AMT PARTIES DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.
6. Limitations of Liability
   
   YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT OR FOR ANY OTHER CAUSE OF ACTION ARISING UNDER THIS AGREEMENT (OR RELATING TO THE MTCONNECT MATERIALS OR OTHER CONTENT INCLUDED IN THE SITE) IS YOUR RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON NOTICE TO MTCONNECT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IN NO EVENT WILL ANY OF THE AMT PARTIES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, AND EACH OF THEIR RESPECTIVE MEMBERS, SPONSORS, AFFILIATES, OFFICERS, DIRECTORS, AND AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SITE OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF THE REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH USE OF THE SITE, YOU RELEASE THE AMT PARTIES FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.
   
   These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if AMT and/or MTConnect TAG have been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the AMT Parties' liability in such jurisdictions shall be limited to the extent permitted by law.
7. Term and Termination.
   
   This Agreement shall commence on the Effective Date unless terminated earlier in accordance with this Agreement. AMT and the MTConnect TAG reserves the right, in its sole discretion, to terminate this Agreement and your access to and use of the Site, in whole or in part, including termination of your account and/or your access to the MTConnect Materials and Content, with or without notice. Otherwise applicable sections of the Agreement, including Section 1, Section 2(b), and Sections 3 through 9 shall survive the termination.
8. General Provisions
1. Entire Agreement; Severability. This Agreement set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior oral or written agreements and understandings, and any and all contemporaneous oral agreements and understandings, between you and AMT and/or the MTConnect TAG regarding the subject matter of this Agreement. No modification, amendment, or waiver of this Agreement or any part of them shall be binding unless evidenced in writing and signed by AMT and the MTConnect TAG. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then (i) such provision shall be deemed modified in a manner that, to the maximum extent possible, effectuates the intent of the parties in a legal, valid and enforceable manner, and (ii) the remaining provisions shall continue in full force without being impaired or invalidated in any way.
2. Interpretation; Relationship. You agree that a printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The word "including" when used in this Agreement means "including but not limited to." The language of this Agreement shall be deemed to be the language mutually chosen by the parties and no role of strict construction shall be applied against or in favor of either party hereto. The section headings and other headings contained in this Agreement shall not affect the meaning or interpretation of this Agreement.
3. Assignment. You may not assign or transfer this Agreement, or any of your rights or obligations hereunder, to any other party. AMT and MTConnect shall have the right to assign, transfer and sublicense this Agreement, and their rights and obligations hereunder, to one or more other persons or entities.
4. Governing Law and Jurisdiction. This Agreement shall be governed by the substantive law of the State of Virginia , without reference to any choice of law roles that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to this Agreement shall be submitted to the federal courts having jurisdiction of the Eastern District of Virginia, or state courts having jurisdiction in the area in which such federal courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts in respect of such disputes.
5. No Waiver. The failure of AMT or MTConnect to enforce any provisions of the Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of the Agreement or to act with respect to similar breaches.
9. Acceptance of Terms
1. Electronic Signature. This Agreement is an electronic contract that governs your use of and access to the MTConnect Materials and your submission of Comments. By checking the box indicating you accept these terms, you create an electronic signature that has the same legal force and effect as a handwritten signature.
2. Electronic Form. When you check the box indicating your acceptance of the Agreement, you also consent to have the Agreement provided to you in electronic form and agree to receive information about your account electronically. AMT and the MTConnect TAG reserve the right to send you information about your account by postal mail.
3. Non-electronic Copy. You have the right to receive this Agreement in non- electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign it. To receive a non-electronic copy of the Agreement, please send an e-mail to Paul Warndorf or a letter and self-addressed, stamped envelope to:

AMT - The Association For Manufacturing Technology
7901 Westpark Drive
McLean, VA 22102
Attention: Paul Warndorf

4. Withdrawing Your Consent. You have the right at any time to withdraw your consent to have the Agreement provided to you in electronic form. Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, you will no longer be a registered user of the Site and you will not be able to access password-protected areas of the Site. We will only issue you a new username and password for the Site after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon request. To withdraw your consent and/or request a non-electronic copy of the Agreement, please send an email to Paul Warndorf or a letter and self-addressed stamped envelope to:

AMT - The Association For Manufacturing Technology
7901 Westpark Drive
McLean, VA 22102
Attention: Paul Warndorf

Your withdrawal of consent will be effective within a reasonable time after MTConnect receives the notice described above, and it will not affect any action taken in reliance on your consent or the continuing enforceability of the Agreement.

5. Access and Retention. In order to access and retain the Agreement, you must have access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access or retain the Agreement that create a material risk that you will not be able to continue to access or retain it.