“Adopter” means an entity that has entered into an Adopter Agreement, which agreement is in full force and effect and has not been terminated, together with such entity’s Affiliates.
“Adopter Agreement” means a written agreement between a party and the HDMI Forum or the HDMI Forum’s licensing agent under which such party has been granted a license to use and implement the HDMI Forum Specifications for the purpose of making products or test equipment that comply with such HDMI Forum Specifications.
“Affiliate” means, with respect to any person or entity, an entity that now or hereafter directly or indirectly controls, is controlled by, or is under common control with such person or entity. “Control” means beneficial ownership of more than fifty percent (50%) of the voting stock or equity in an entity. Such entity shall be considered an “Affiliate” only so long as such “control” exists.
“Compliant Portion” means only those specific portions of a Licensed Product that implement and are compliant with all relevant Normative Requirements of the HDMI Forum Specifications.
“Normative Requirements” means those portions of the HDMI Forum Specifications, including text, design features, and tables, that are expressly identified as required for compliance with the HDMI Forum Specifications, including those portions of an optional or alternative portion of the HDMI Forum Specifications that are identified as required for compliance with such optional or alternative portion. For clarity, those portions of the HDMI Forum Specifications, including any portions of an optional or alternative portion thereof, which are designated by the terms “must”, “shall”, “mandatory”, “normative” or “required” are expressly identified as being required for compliance. For the avoidance of doubt, Compliant Portion does not include any portions of a product that implement and are compliant solely with the HDMI Specification v. 1.4b. In the event that a product contains one or more portions that implement and are compliant with, respectively, the HDMI Forum Specifications and the HDMI Specification v.1.4b, such portions shall collectively be considered a Compliant Portion.
“Contribution” shall mean any work of authorship that is submitted to the Forum under the terms of this License for inclusion in the Software by the copyright owner or by an individual or entity authorized to submit on behalf of the copyright owner.
“Contributor” means any individual or legal entity who has submitted a Contribution to the HDMI Forum under the terms of this License, which Contribution has been included or incorporated in the Software, together with all Affiliates of such individual or legal entity.
“HDMI Forum Specifications” shall mean the latest version of the High-Definition Multimedia Interface Specification, version 2.x or higher, and the latest version of the High-Definition Multimedia Interface Compliance Test Specification, version 2.x or higher, in each case that has been adopted by the HDMI Forum as a Final Specification, as that term is defined in the HDMI Forum Bylaws.
“HDMI Forum” means HDMI Forum, Inc., a Delaware not-for-profit corporation.
“Licensed Products” means any of the following which implements and is compliant with all portions of the HDMI Forum Specifications required for a specific type of product or device: a cable, component, connector, repeater, source, sink, or electronic device solely adapted to test devices for compliance with HDMI Forum Specifications.
“Member” means a Member of the HDMI Forum, as the term “Member” is further defined in the HDMI Forum Bylaws, whose rights as a Member are in full force and effect and have not been suspended or terminated, together with such Member’s Affiliates.
“Software” means the software, whether in source code or object code form, made available under this License, together with any associated documentation.
2. Grant of Copyright License to Adopters. Subject to the terms and conditions of this License, each Contributor grants to each Adopter a non-exclusive, non-transferable, non-sublensable, royalty-free right and license under such Contributor’s copyrights to: (a) use, copy, modify, perform, display, and create derivative works of the Software solely for the purposes of developing Licensed Products and testing Licensed Products to determine if such products conform to the HDMI Forum Specifications or interoperate as contemplated by the HDMI Forum Specifications; and (b) incorporate the Software in executable or object code form, with or without modifications, into its Licensed Products, and distribute the Software solely as integrated into and as part of such Licensed Products. For clarity, an Adopter may not distribute or sublicense the Software as a standalone product or service separate from a Licensed Product.
3. Patent Non-Assertion Covenant. Subject to the terms and conditions of this License, each Contributor agrees not to bring, commence, maintain, or prosecute any action or other proceeding based on any Necessary Claims that such Contributor may now or in the future own or control, or to otherwise assert any such Necessary Claims, worldwide, against any Adopter, solely to enable such Adopter to (a) use the Software to develop Licensed Products or test Licensed Products to determine if such products conform to the HDMI Forum Specifications or interoperate as contemplated by the HDMI Forum Specifications; and (b) incorporate the Software in executable or object code form, with or without modifications, into its Licensed Products, and distribute the Software solely as so integrated into and as part of such Licensed Products. The foregoing non-assertion covenant applies only to those patent claims licensable by a Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Software to which such Contribution(s) were submitted; and furthermore, such non-assertion covenant shall not extend or apply to (i) any part or function of a product in which a Licensed Product is incorporated that is not itself a Licensed Product or (ii) any portions other than Compliant Portions of the Licensed Product. The foregoing non-assertion covenant is in addition to, and not in lieu of, the rights granted under the Adopter Agreement.
4. Defensive Suspension. With respect to each Adopter, each Contributor’s non-assertion covenant set forth in Section 3 above is conditioned upon such Adopter agreeing to a reciprocal non-assert for the benefit of such Contributor. For purposes of clarification, a Contributor will have no obligation to refrain from asserting Necessary Claims against an Adopter and shall be released from its obligations under Section 3 with respect to such Adopter if such Adopter: (a) does not agree to a reciprocal non-assert for all Necessary Claims that such Adopter may now or in the future own or control; (b) brings, commences, maintains, or prosecutes any action or other proceeding against such Contributor based on any Necessary Claims that such Adopter may now or in the future own or control; or (c) otherwise asserts any Necessary Claims, worldwide, against such Contributor.
5. Confidentiality. All Software included in an HDMI Forum Specification shall be deemed “Confidential Information” and subject to the restrictions on use and disclosure of Confidential Information set forth in the Adopter Agreement.
6. Term and Termination. This License and the rights and permissions granted herein to any Adopter will automatically terminate if such Adopter’s Adopter Agreement terminates for any reason. Notwithstanding the foregoing, upon termination of this License with respect to an Adopter, such Adopter shall not be required to remove Software that was integrated into such Adopter’s Licensed Products in accordance with the terms of this License prior to such termination.
7. NO WARRANTIES OR INDEMNITIES. THE SOFTWARE IS PROVIDED “AS IS,” AND NEITHER THE HDMI FORUM, ANY HDMI FORUM MEMBER, ANY AUTHOR OF OR CONTRIBUTOR TO THE SOFTWARE, NOR ANY AGENT OR LICENSOR OF ANY OF THE FOREGOING, MAKES ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. NEITHER THE HDMI FORUM, ANY HDMI FORUM MEMBER, ANY AUTHOR OR CONTRIBUTOR, NOR ANY AGENT OR LICENSOR OF ANY OF THE FOREGOING WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY EXERCISE OF RIGHTS UNDER THIS LICENSE.