PSA Certified Trademark Agreement
These terms and conditions (the “Agreement”) are made and entered into by and between Arm Limited whose registered office is situated at 110 Fulbourn Road, Cambridge, CB1 9NJ (“Arm”) and the entity agreeing to these terms (“COMPANY”). This Agreement is effective as of the date COMPANY clicks to accept the Agreement (the “Effective Date”).
If you are accepting this Agreement on behalf of COMPANY, COMPANY represents and warrants that: (i) you have full authority to bind COMPANY to this Agreement; (ii) COMPANY has read and understand this Agreement; and (iii) you agree, on behalf of COMPANY, to this Agreement. If you do not have the legal authority to bind COMPANY, please do not click to accept.
- Arm has created a PSA Certified program to provide certain companies with the right to market products as either or both PSA Functional API Certified and PSA Certified at the awarded level(s), subject to the terms of this Agreement; and
- The COMPANY product has successfully been awarded either or both PSA Functional API Certified and PSA Certified status and COMPANY wishes to obtain the right to use the applicable trademarks and logos, as applicable for the relevant level of certification achieved, with respect to its product.
1.1 “COMPANY Product” means a version(s) of a COMPANY product which has been awarded either or both PSA Certified at a specified level and PSA Functional API Certified.
1.2 “Confidential Information” means: (i) any information designated in writing by either party, by appropriate legend, as confidential; (ii) any information which if first disclosed orally, is identified as confidential at the time of disclosure and is thereafter reduced to writing for confirmation and sent to the other party within thirty (30) days after its oral disclosure and designated, by appropriate legend, as confidential; (iii) the terms and conditions of this Agreement.
1.3 “Digital Certificate Number” means the reference given to COMPANY by the PSA Test Laboratory indicating the unique reference number of the PSA Certified certificate awarded to the tested version of COMPANY Product.
1.4“PSA Certified” means a COMPANY Product that has been tested by a PSA Test Laboratory against the relevant level of the PSA Certified criteria, has been certified to be compliant with a PSA Certified level and a Digital Certificate Number has been issued.
1.5 “PSA Functional API Certified” means a COMPANY Product that has passed the PSA Functional API test suite and evidence has been provided and accepted by either the Scheme Manager or a PSA Test Laboratory.
1.6 “PSA Test Laboratory” means a third party who is recorded on the PSA Website as permitted to test third party products against different levels of the PSA Certified criteria.
1.7 “PSA Website” means the PSA website at www.psacertifed.org.
1.8 “Scheme Manager” means Arm and it’s representatives who run the PSA Functional API Certified and PSA Certified programs together with the PSA Website.
1.9 “Trademark Guidelines” means: (i) the branding guidelines for using the Trademarks, and (ii) the Trademark use guidelines, and (iii) any guidelines for using either or both a PSA Certified and PSA Functional API Certified logo, all as set out in the PSA Website, including any amendment to the Trademark Guidelines by Arm from time to time in accordance with the provisions of Clause 2.4.
1.10 “Trademarks” means any Arm trademark that is relevant to the PSA Certified program, including the relevant awarded either or both PSA Certified and PSA Functional API Certified logo(s) and any other trademarks listed on the PSA Website.
2.1 Subject to the provisions of Clause 3.1 of this Agreement, Arm hereby grants to COMPANY a non-transferable, non-exclusive, worldwide, revocable license to use the PSA Functional API Certified Trademarks during the Term solely in connection with COMPANY marketing or promoting that the COMPANY Product is PSA Functional API Certified.
2.2 Subject to the provisions of Clause 3.2 of this Agreement, Arm hereby grants to COMPANY a non-transferable, non-exclusive, worldwide, revocable license to use the Trademarks during the Term solely in connection with COMPANY marketing or promoting that the COMPANY Product is PSA Certified.
2.3 COMPANY hereby grants to the Scheme Manager a non-exclusive, worldwide, revocable license to use COMPANY’s corporate name and logo, during the Term solely in connection with the promotion of the PSA Certified program. The Scheme Manager shall use COMPANY’s corporate name and logo in accordance with any relevant trademark guidelines delivered by COMPANY to the Scheme Manager.
2.4 COMPANY shall use the Trademarks in accordance with the Trademark Guidelines. Arm shall have the right to revise the Trademarks and Trademark Guidelines at any time. Any such revisions shall be effective with respect to printed materials and products to be produced or licensed after sixty (60) days from receipt of Arm’s written notice specifying the revisions to COMPANY.
2.5 Upon request from Arm, COMPANY shall submit a reasonable number of samples of documentation and promotional or advertising materials bearing the Trademarks to Arm, as requested (at no cost to Arm) so that Arm may verify compliance with the Trademark Guidelines. In the event that any material fails to comply with the Trademark Guidelines, Arm shall notify COMPANY and COMPANY shall rectify such material so as to comply with the Trademark Guidelines and cease using any such non-compliant materials as soon as reasonably possible after the date of Arm’s notice.
2.6 COMPANY shall not do, or omit to do, or permit to be done, any act which may; (i) tend to allow the Trademarks to become generic; (ii) cause the Trademarks to lose their distinctiveness; (iii) invalidate any existing registrations of the Trademarks; (iv) prejudice any future registrations or applications of the Trademarks; (v) dilute or reduce the commercial value of the Trademarks, including any reputation and goodwill associated with the Trademarks; or (vi) be materially detrimental to or inconsistent with the good name, goodwill, reputation or image of Arm.
2.7 COMPANY shall provide reasonable assistance to Arm in maintaining the validity of the Trademarks. Upon request by Arm, COMPANY shall at Arm’s expense provide a reasonable number of samples of the use of the Trademarks for the purpose of supporting trademark registration or renewal.
2.8 Except as provided by the terms of this Agreement, COMPANY shall not use, register or attempt to register in any jurisdiction in COMPANY’s own name, or in any other name, any word, term, trademark, service mark, device, logo, slogan, product name, service name, technology name, trade dress, company name, corporate name, business name, trade name, social media name or handle, domain name, or any word or mark which is; (i) confusingly similar to any of the Trademarks used by COMPANY under this Agreement; and/or (ii) dilutive of, tends to render generic, takes unfair advantage of, or is detrimental to the distinctive character or repute of any of the Trademarks.
2.9 COMPANY shall not have any ownership, interest or goodwill in or associated with the Trademarks arising from the operation of this Agreement. COMPANY hereby assigns absolutely with full title guarantee any and all goodwill arising from the exploitation of the Trademarks to Arm.
3.1 Immediately following receipt of confirmation from the Scheme Manager that the COMPANY Product is PSA Functional API Certified, COMPANY may promote and market solely the COMPANY Product as PSA Functional API Certified provided that COMPANY makes no changes to the COMPANY Product.
3.2 Immediately following the PSA Website publishing the COMPANY Product as PSA Certified at a specified level, COMPANY may promote and market solely the COMPANY Product as PSA Certified provided that:
- all promotion and marketing shall clearly include the PSA Certified level; and
- COMPANY makes no changes to the COMPANY Product.
3.3 If COMPANY makes substantial changes to COMPANY Product the product will cease to be a COMPANY Product. A product shall not be marketed or promoted as PSA Certified until it is awarded a PSA Certified level by an PSA Test Laboratory and published on the PSA Website.
3.4 The Scheme Manager takes no responsibility for the scope of the products included under a Digital Certificate Number awarded by a PSA Test Laboratory.
4. PSA Website
4.1 The Scheme Manager shall not be obliged to publish any COMPANY Product on the PSA Website until all the information in Clause 4.2 is provided by COMPANY.
4.2 COMPANY shall provide the Scheme Manager with information for the PSA Website for each COMPANY Product, which shall include:
- a) Digital Certificate Number;
- b) COMPANY logo;
- c) COMPANY Product name or Product Family name;
- d) Short description (maximum 25 words);
- e) Image or graphic to represent the COMPANY Product; and
- f) Link to the COMPANY website for the COMPANY Product (if appropriate).
4.3 Unless COMPANY requests in writing that the COMPANY PRODUCT information is not published, the Scheme Manager will publish the information provided under Clause 4.2(b) to (f) inclusive, together with any additional information requested by the Scheme Manager, on the PSA Website for a period up to and including 5 years from the date the Digital Certificate Number is issued. The Scheme Manager may continue to publish the information for longer than 5 years following a written request from COMPANY.
4.4 COMPANY may request at any time during the Term for the COMPANY Product to be removed from the PSA Website.
5.1 Arm provides no warranties express, implied or statutory, including, without limitation, the implied warranties of merchantability, satisfactory quality, non infringement or fitness for a particular purpose with respect to the trademarks.
5.2 Arm provides no warranties express, implied or statutory, with respect to the compliance of the company product to the psa certification level awarded by the PSA test LABORATORY, or fitness of the company product for a particular purpose.
6. Limitation of Liability
6.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT OR BREACH OF CONTRACT OR OTHERWISE EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE MAXIMUM LIABILITY OF ARM TO COMPANY IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT, TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF SUMS PAID, IF ANY, BY COMPANY TO ARM UNDER THIS AGREEMENT.
7. Term and Effect of Termination
7.1 This Agreement shall commence on the Effective Date and continue in force until the earlier of termination in accordance with the provisions of Clause 8.2 or the PSA Certified program ceases to be run by the Scheme Manager.
7.2 Without prejudice to any other right or remedy which may be available to it, either party shall be entitled to terminate this Agreement by giving thirty (30) days prior written notice to the other.
Effect of Expiry or Termination
7.3 Upon expiry or termination of this Agreement:
- the licences granted to COMPANY under this Agreement shall cease; and
- the Scheme Manager may remove the COMPANY Product information from the PSA Website.
7.4 Upon expiry or termination of this Agreement the provisions of Clauses 1, 6, 7, and 9 shall survive.
8.1 COMPANY shall not assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Arm.
8.2 Failure or delay by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
8.3 This Agreement, including any Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. No amendment to, or modification of, this Agreement shall be binding unless in writing and signed by a duly authorised representative of both parties.
8.4 All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally, by commercial overnight courier or facsimile transmission which shall be followed by a hard copy and shall be deemed to have been served if by hand when delivered, if by commercial overnight courier 48 hours after deposit with such courier, and if by facsimile transmission when dispatched.
8.5 Neither party shall be liable for any failure or delay in its performance under this Agreement due to causes, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, third party industrial disputes and governments actions, which are beyond its reasonable control; provided that the delayed party: (i) gives the other party written notice of such cause promptly, and in any event within fourteen (14) days of discovery thereof; and (ii) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party’s time for performance or cure under this Clause 8.5 shall be extended for a period equal to the duration of the cause.
8.6 Arm and COMPANY are independent parties. Neither company nor their employees, consultants, contractors or agents, are agents, employees or joint venturers of the other party, nor do they have the authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.
8.7 The provisions contained in each clause and sub-clause of this Agreement shall be enforceable independently of each of the others and if a provision of this Agreement is, or becomes, illegal, invalid or deemed unenforceable by any court or administrative body of competent jurisdiction it shall not affect the legality, validity or enforceability of any other provisions of this Agreement. If any of these provisions is so held to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.
8.8 Except as expressly stated in this Agreement, the Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing that Act shall not apply in relation to this Agreement or any agreement, arrangement, understanding, liability or obligation arising under or in connection with this Agreement and nothing in this Agreement shall confer on any third party the right to enforce any provision of this Agreement.
8.9 The validity, construction and performance of this Agreement shall be governed by the laws of England.
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