TWIST Standard: Intellectual Property
By nature, the TWIST standards are intended to be used without restrictions by all market participants, irrespective of size or role in the market place. The effort of the design of these messages has value for the market place, which is collectively provided by the TWIST members and sponsers. To ensure this value can be provided to all market participants without limitations, the standards are protected by copyright and made available to everyone under a world-wide, royalty-free, non-exclusive TWIST usage license agreement.
It is a condition of use of any or all of the TWIST standards that the user accepts the TWIST Licence Agreement.
TWIST Licence Agreement
- “The Licensor means TWIST Process Innovations Limited, a company registered in England with registered number 5243735 and having its registered office at 5 Old Bailey, London, EC4M 7BA.
- “Larger Work” means a work, including but not limited to computer software that combines TWIST Standards Specifications or portions thereof with material not governed by the terms of this Licence.
- “TWIST website” means the website used by TWIST to communicate its organization and standards, which can be found at http://www.twiststandards.org/.
- “Licence” means the licence conveyed under this agreement.
- “TWIST Standards Specifications” means the TWIST Standards Specifications that are published on the TWIST website.
- “You” means an individual or a legal entity exercising rights under, and complying with all of the terms of, this Licence or a future version of this Licence issued under Paragraph 6. For legal entities, “You” includes any entity which controls, is controlled by, or is under common control with You. For the purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
The Licensor hereby grants You a world-wide, royalty-free, non-exclusive licence, subject to third party intellectual property claims, to use, reproduce, modify, display, perform, and distribute the TWIST Standards Specifications (or portions thereof) with or without modifications, or as part of a Larger Work.
If You distribute or display any of the TWIST Standards Specifications in any form other than as part of computer software, You agree to include in each such copy or display the notice in Exhibit A.
- You may use the TWIST Standards Specifications in a Larger Work, including but not limited to computer software, and distribute Your Larger Work under a licence of Your choice, which may contain terms different from this Licence, provided that the licence for Your Larger Work does not attempt to limit the recipient’s rights to use the TWIST Standards Specifications apart from Your Larger Work.
- You hereby agree to indemnify The Licensor for any liability incurred by The Licensor as a result of the distribution, purchase, sale or use of Your Larger Work.
- Whenever You use TWIST standards, You will not make any unilateral changes to (parts of) standard TWIST messages.
- You can verify the validity of TWIST standard messages generated by Your software by using the ‘Validator’ which is available on request to TWIST.
- You may use the designation “TWIST Standards”:
- to identify the TWIST Standards Specifications approved by Licensor; and
- to make the truthful claim that computer software or any other product or service is based on or compliant with a specified version of TWIST Standards.
- When using the designation TWIST Standards, You express that You support the TWIST standards initiative and its approach as described in the About TWIST section of the TWIST website.
- You agree not to use the designation “TWIST Standards” in a misleading or untruthful way, or in a way that falsely suggests endorsement or sponsorship by, or affiliation with, The Licensor. Without limiting the generality of the foregoing sentence, You agree not to use the designation “TWIST Standards”, or any confusingly similar designation:
- to identify any specifications or standards other than the TWIST Standards Specifications approved by The Licensor, or any computer software code containing such specifications or standards, including standards or specifications that add to or modify the TWIST Standards Specifications, unless those additions or modifications are clearly and conspicuously identified as such;
- to advertise or promote any computer software or any other product or service as based on or compliant with TWIST Standards, unless You specify the version of TWIST Standards; or
- as a trademark or part of a trademark for any software or any other product, or as a service mark or part of a service mark for any service.
- Licensor may publish revised and/or new versions of the Licence from time to time. Each version will be given a distinguishing version number.
- Once You have used the TWIST Standards Specifications under a particular version of the Licence, You may always continue to use the same specifications under the terms of that version. You may also choose to use those specifications under the terms of any subsequent version of the Licence published by Licensor. No one other than Licensor has the right to modify the terms applicable to the TWIST Standards Specifications under this Licence.
THE TWIST STANDARDS SPECIFICATIONS ARE PROVIDED UNDER THIS LICENCE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE TWIST STANDARDS SPECIFICATIONS ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE TWIST STANDARDS SPECIFICATIONS IS WITH YOU. SHOULD ANY OF THE TWIST STANDARDS SPECIFICATIONS PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE LICENSOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENCE. NO USE OF ANY OF THE TWIST STANDARDS SPECIFICATIONS IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
This Licence and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE LICENSOR, ANY OF ITS MEMBERS, OR ANY DISTRIBUTOR OF DOCUMENTS OR SOFTWARE CONTAINING ANY OF THE TWIST STANDARDS SPECIFICATIONS, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY’S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
This Licence represents the complete agreement concerning subject matter hereof. If any provision of this Licence is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Licence shall be governed by UK law provisions (except to the extent applicable law, if any, provides otherwise), excluding its conflict-of-law provisions. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in, the United States of America:
- unless otherwise agreed in writing, all disputes relating to this Licence (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration;
- any arbitration relating to this Agreement shall be held in London () ; and
- any litigation relating to this agreement shall be subject to the jurisdiction of the Courts of the City of London , with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Licence.
“The TWIST Standards Specifications of this document are subject to the TWIST Standards Public Licence (the “Licence”); You may not use the TWIST Standards Specifications except in compliance with the Licence. The TWIST Standards Specifications distributed under the Licence are distributed on an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the Licence for the specific language governing rights and limitations under the Licence. The Licensor of the TWIST Standards Specifications is the to be formed TWIST Standards Foundation, All Rights Reserved.”