This Terms and Conditions Agreement (“Terms”) is made by and between Kantara Initiative Inc, incorporated and registered in the State of Delaware, USA as a non-profit 501(c)(6) industry association with number EIN: 81-1226244 whose registered office is at Suite 600, 401 Edgewater Place, Wakefield, Massachusetts 01880, USA (“Kantara” or “Licensor”) and you, the licensee (“you”, “your”, or “Licensee”).
These Terms contain the complete terms and conditions that govern your use of the UMA 2.0 Profile and Design Documents (as defined below). By accessing and using the UMA 2.0 Profile and Design Documents available on the Kantara Website (as defined below), you agree that you have read, understand, and agree to be bound by these Terms.
The Licensor has a licence to use and sub-license the intellectual property rights in the Profile and Design Documents from Origo Services Ltd incorporated and registered in Scotland with company number SC115061 whose registered office is at 7 Lochside View, Edinburgh, Scotland, EH12 9DH.
IT IS HEREBY AGREED
The following definitions and rules of interpretation apply in these Terms.
Design Documents: means the design documents for the digital architecture of the UK Pensions Dashboard Programme dated November 2019, copies of which are available on the Kantara Website.
Effective Date: the first date from which you access the Profile and Design Documents.
IPR: means copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade names, business names, domain names, design rights, rights in get-up and goodwill, database rights, databases, rights in computer software, topography rights, rights to use, protect and preserve the confidentiality of confidential information (including know-how and trade secrets), the right to sue for unfair competition and passing off, and all other intellectual property rights and similar rights of whatever nature wherever in the world arising and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing.
Kantara Website: means the website at https://kantarainitiative.org/.
Profile: means the UMA 2.0 Profile dated November 2019, a copy of which is available on the Kantara Website.
2.1 The Licensor grants to the Licensee a non-exclusive, irrevocable, perpetual, royalty-free, worldwide and sub-licensable (subject to Clause 2.4) licence of the IPR in all or any of the Profile and Design Documents, to use the Profile and Design Documents in any manner.
2.2 For the avoidance of doubt, the scope of the licence granted to the Licensee pursuant to Clause 2.1, permits the Licensee (and its sub-licensees) to (i) display, reproduce, store and execute the Profile and the Design Documents; and (ii) alter, adapt, translate, modify, improve, enhance, develop, extend or create derivative works of (any such action to be considered a “Modification”, and jointly “Modifications”) the Profile and the Design Documents, and display and reproduce such works.
2.3 The Licensee (or its sub-licensees where relevant) shall own the IPR absolutely in any Modifications (both in the whole, and any individual Modification) and all and any derivative works, and the Licensee or its sub-licensees will be free to use and exploit the IPR in all or any Modifications or derivative works without restriction or requiring any permission from the Licensor.
2.4 The Licensee may only sub-licence the licence granted to it under this licence where the sub-licensee is required to comply with the terms of this Licence.
2.5 No rights or licences are conferred on the Licensee pursuant to this licence except those expressly set out in this licence.
3.1 The Licensor gives no warranties or representations, either expressed or implied, as to the adequacy, merchantability, quality, fitness for a particular purpose and compatibility of the Profile and the Design Documents (or the UMA 2.0 protocol underlying these documents). The Profile and Design Documents are provided “as is”.
4.1 This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
5.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
You acknowledge and accept the terms of this licence before downloading and using the Profile and Design
Documents. You will receive an email containing a link to download these materials following acknowledgement and acceptance of these terms. If you do not acknowledge you have read, understood and accepted the terms of this
licence, do not proceed.