SIMPLIFIED SPECIFICATION TERMS AND CONDITIONS
PLEASE READ THESE SIMPLIFIED SPECIFICATION TERMS AND CONDITIONS (“TERMS”) CAREFULLY. THIS IS A LEGALLY BINDING CONTRACT BETWEEN SD CARD ASSOCIATION (“SDA”) ON THE ONE HAND AND YOU (“YOU”) ON THE OTHER, THAT GOVERNS YOUR ACCESS TO AND USE OF THE SIMPLIFIED SPECIFICATIONS (“SIMPLIFIED SPECS”) ON THIS SITE ON THE WORLD WIDE WEB (“SITE”). BY USING THE SITE, DOWNLOADING THE SIMPLIFIED SPECS, CLICKING ON AN “I AGREE” BUTTON, OR CHECKING A BOX THAT INDICATES YOUR ACKNOWLEDGEMENT OF AND AGREEMENT WITH THESE TERMS, YOU ARE AGREEING ON BEHALF OF YOURSELF AND YOUR COMPANY, ORGANIZATION, OR EMPLOYER (COLLECTIVELY “ORGANIZATION”) TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE “I DECLINE” BUTTON BELOW AND DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY CONTENT OR MATERIALS CONTAINED OR MADE AVAILABLE VIA THE SITE.
As between You and the SDA, the Simplified Specs, including without limitation the content, logos, graphics, text elements, and images, as well as the copyrights and other intellectual property rights therein, are the sole property of SDA and its licensors, including the SD Group, and the SD 3C-LLC (“Licensors”). All rights not expressly granted hereunder are reserved to the copyright owner of the Simplified Specs or portions thereof. Except as expressly set forth herein, You have no ownership or other rights in the Simplified Specs. No license is granted under these Terms by implication, estoppel or otherwise under (i) any patent, or (ii) except for the limited copyright license by the SDA under Section 3, any other rights of the SDA, its Licensors or any third party. You may not remove or obscure the copyright notice or other notices contained in Simplified Specs.
All trademarks, service marks, brands, names, logos and designs associated with of contained on the Simplified Specs (“Marks”) are the property of SDA or their respective owners and such marks may not be used or reproduced in whole or in part in any way without the express written permission of SDA and/or their respective owners.
2. LIMITED LICENSE FOR NON-MEMBERS
If Your Organization is not a current member of the SDA, subject to these Terms, the SDA grants You a limited, nonexclusive, revocable, non-transferable, personal license to access through the Site, download and view the Simplified Specs solely for Your individual, internal business use, and print copies of such Simplified Specs only to the extent necessary for such use. You shall not, and shall not assist others to, (a) copy portions of the Simplified Specs (whether by screen scraping, screen shots, electronically or otherwise), (b) expect as expressly set forth above, print copies of such Simplified Specs, or (c) distribute the Simplified Specs or any portion thereof.
3. LIMITED LICENSE FOR MEMBERS
If Your Organization is a current member of the SDA, subject to these Terms, the SDA grants You a limited, nonexclusive, revocable, non-transferable, personal license:
(a) to access through the Site, download, print and view the Simplified Specs for Your individual, internal business use;
(b) for the term of Your membership, to copy portions (which potions do not include a substantial part of the applicable Simplified Specs) for inclusion into Your documentation related to an SD ancillary, host or card product made in accordance with applicable product licenses (“Documentation”); and,
(c) for the term of Your membership, distribute such portions as contained in such Documentation; provided that (i) You provide in such Documentation written notice that the SDA is the copyright owner of such portions and that all rights are reserved by the SDA, and (ii) provide a link (for electronically transmitted documents) or the web address (for printed versions) to the download page on the SDA Site.
4. ADDITIONAL LICENSE RESTRICTIONS.
With respect to all uses of the Simplified Specs licensed above, You shall not: (a) sublicense, lease, sell, transfer or assign the Simplified Specs or any portion thereof, (b) except as expressly permitted herein for member licensees, copy any part of the Simplified Specs for any purpose, (c) modify, alter or create derivative works of the Simplified Specs, except as expressly permitted herein for members to select portions of the Simplified Specs, (d) use the Simplified Specs or any portion of the content thereof in any manner that may give a false or misleading impression or statement as to SDA, Licensors or the meaning or technical interpretation of such Simplified Specs or content, (e) except as expressly permitted herein for member licensees, transmit or distribute the Simplified Specs or any portions thereof, or (f) “frame” or “mirror” any materials on this Site, including without limitation the Simplified Specs on any other server or Internet-based device. Excessive (more than what would normally be used by one individual) downloading and printing will automatically be flagged by the system. The Simplified Specs accessible through the Site may be changed, updated or removed by SDA without notice.
The Simplified Specs are a subset of the complete SD specifications which are owned by the SDA and the SD Group. You acknowledge and agree that the rights granted under these Terms do not extend to or provide, whether by implication estoppel or otherwise, any rights in or access to any other specifications of the SDA, including without limitation any draft or adopted full SD specifications, and that such access or rights requires membership in the SDA and/or separate license, in each case subject to separate terms and conditions. Nothing in these Terms shall be construed as an obligation by the SDA or its Licensors to disclose or distribute any technical information, know-how or other confidential information to You or any third party.
If You violate any of the Terms and without limiting any other remedy of SDA and/or its licensors at law or in equity, Your license to use the Simplified Specs will automatically terminate. Termination of the Your license shall not relieve You of liability for any breach of the Terms. The following provisions shall survive any termination or expiration of Your license and/or these Terms: Sections 1, 4, 6, 7, 8 and 9 .
You agree to indemnify, hold harmless and, at SDA’s election, defend SDA, its officers, directors, employees, members, Licensors, agents and affiliates harmless, from and against any actual or alleged damage, injury, claims, costs (including without limitation reasonable attorney’s fees), liabilities, actions, demands, and or losses (“Loss”), arising out or related to the (i) breach of any of the Terms by You, (ii) any misrepresentation made by You in connection with your use of the Simplified Specs, (iii) any representation or warranties made regarding the Simplified Specs or the use thereof, (iv) the Documentation or Your selection of portions of the Simplified Specs for incorporation in the Documentation, or (v) Your misuse of the Simplified Specs. SDA shall provide notice to you of any such Loss and, subject to SDA’s election, shall assist You, at Your expense, in defending any such claim, suit or proceeding.
7. DISCLAIMER OF WARRANTY
SDA AND ITS LICENSORS PROVIDE THE SIMPLIFIED SPECS, AND THE SITE “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” NEITHER SDA NOR ITS LICENSORS MAKE ANY WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, TIMELINESS, RELEVANCE AND COMPLETENESS OF ANY PORTION OF THE SIMPLIFIED SPECS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SDA AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SIMPLIFIED SPECS OR THE AVAILABILITY OF THE SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND SDA AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF DUE CARE, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the generality of the forgoing, neither SDA nor its Licensors make any warranties or representations (1) that any implementation or use of the Simplified Specs or any portions thereof does not require a separate license from the SDA, Licensors, and/or other third parties (2) as to the suitability of any portion of Simplified Specs for incorporation into any Documentation or for any particular application or use, which determination is solely Your responsibility, or (3) the non-infringement of third party intellectual property rights by the Simplified Specs or the implementation or use thereof. Your attention is called to the possibility that compliance with or use of Simplified Specs may require use of inventions covered by patent rights. Neither SDA nor its Licensors shall be held responsible for identifying any or all such patented technology. You are expressly advised that determination of any such patent rights and/or any other intellectual property rights and the risk of infringement or other violation of such rights are entirely Your own responsibility.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SDA OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF USE, LOST PROFITS, LOST DATA OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY(INCLUDING WITHOUT LIMITATION TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), ARISING OUT OF OR RELATED TO THE USE OF THE SIMPLIFIED SPECS, OR THE SITE, REGARDLESS OF WHETHER SDA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE TO HOLD SDA AND ITS LICENSORS ENTIRELY HARMLESS FROM, AND YOU COVENANT NOT TO SUE SDA OR ITS LICENSORS, OR THEIR RESPECTIVE AFFILIATES, SUCCESSORS OR ASSIGNS, FOR, ANY CLAIMS RELATED TO THE SIMPLIFIED SPECS OR THE SITE. IN NO EVENT WILL SDA AND ITS LICENSORS’ COLLECTIVE AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR, ONLY IF YOU ARE A MEMBER, THE AMOUNT OF MEMBERSHIP DUES YOU PAID SDA FOR YOUR THEN CURRENT ANNUAL MEMBERSHIP.
You acknowledge and agree that the exclusions and limitations of liability set forth in this Section 8 and the disclaimers set forth in Section 7 from an essential basis of the Terms between the parties, that SDA has relied upon such exclusions, limitations of liability, and disclaimers in making the Simplified Specs available on a royalty-free basis as set forth herein, and that absent such exclusions and limitations of liability, these Terms would be substantially different. You acknowledge and agree that the exclusions and limitations of liability set forth in this Section 8 and the disclaimers set forth in Section 7 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
9. GENERAL PROVISIONS
Governing Law, Venue, and Jurisdiction: The Terms shall be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. You agree to submit to exclusive, jurisdiction and venue in the state and federal courts of San Francisco, California for any dispute which may arise under the Terms. You also agree to waive any claim of immunity you may possess.
Changes: You agree that SDA may make improvements and/or changes to the Site, and Simplified Specs accessed through this Site, if any, at any time, and further agree that SDA can revise these Terms at any time. If SDA opts to exercise its rights to make changes to these Terms, You will be prompted to accept such modified Terms in the manner described in the preamble to these Terms.
Integration: The Terms, together with the legal notices and terms or use for the Site posted by SDA, is the entire agreement between You and SDA relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any communication between the parties relating to its subject matter during the term of the Terms.
Severability / Waiver: If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of SDA to enforce any right or provision in the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SDA in writing.
Force Majeure: Each party to this Agreement shall be excused from any delay or failure in its performance hereunder caused by any disruption or slow speed of the Internet, break-downs of security or introduction of computer viruses (and the like) by third parties, any labor dispute, government requirement, act of God, or any other cause beyond its control.
Export Control: The Simplified Specs and technical information contained therein may be subject to United States and other applicable export control laws and regulations. You will not transfer or otherwise export any of the Simplified Specs or technical information contained therein to third parties who are residents or nationals of countries subject to United States embargo. You will comply with all relevant export laws and regulations of the United States and other applicable jurisdictions and shall ensure that the Simplified Specs and any technical information contained therein is not exported, directly or indirectly, in violation of any applicable law or regulation, including any U.S. export control laws and regulations.
Agreement: THE TERMS CONSTITUTE A LEGALLY BINDING CONTRACT. BY CLICKING “I AGREE” BELOW YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, THAT YOU (ON BEHALF OF YOURSELF AND YOUR ORGANIZATION) HAVE READ UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, AND YOU SIGNIFY YOUR INTENT AND THE INTENT OF YOUR ORGANIZATION TO ACCESS, VIEW, OR USE THIS SITE, THE SERVICE AND THE SIMPLIFIED SPECS THEREON IN STRICT ACCORDANCE WITH THESE TERMS. IF YOU CHOOSE NOT TO ACCEPT THESE TERMS THEN CLICK ON THE “I DECLINE” BOX BELOW AND DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY CONTENT OR MATERIALS CONTAINED OR MADE AVAILABLE VIA THE SITE.
Notice: Scroll all down to the end of the Disclaimers to enable “Accept” button.
Pressing “Accept” button is deemed as a full acceptance of the Disclaimers for download.