The Intellectual Property Policy (“IP Policy”) for the AllSeen Alliance (“Alliance”) is as follows:
The Alliance will release Alliance Code (as defined below) under the ISC License and provide no other rights for such code other than those expressly granted in that license. For the text of the ISC License, please visit http://opensource.org/licenses/ISC. Except as otherwise expressly stated in the ISC license, the Alliance does not grant any licenses or other rights to any copyrights, patents or other intellectual property for Alliance Code.
All Contributions of project source code to the Alliance will be accompanied by a Developers Certificate of Origin (DCO) that is submitted through an Alliance-approved contribution process. Except as provided in the next sentence, all Contributions shall be made pursuant to the ISC license. Contributions may, at the election of any Contributor, be made pursuant to an Alliance-approved Contribution Agreement.
Alliance Certification Requirements
The Alliance shall establish certain requirements and/or tests, that are developed and officially adopted and published by the Board of the Alliance, in accordance with the Bylaws, including this IP Policy, as being the requirements that must be satisfied by a product or service in order to be allowed to exploit such product or service as being AllSeen certified (“Alliance Certification Requirements”).
The Alliance Certification Requirements shall, among other things, establish and specify the requirements for a Base Implementation for purposes of this IP Policy, and establish a version numbering convention (to be proposed by the TSC for acceptance by the Board) which clearly identifies official versions of Alliance Code and delineates between and Minor Modifications and Major Modifications requiring approval. The Core and Required Services included in a Base Implementation for each official version of Alliance Code shall be made available by the Alliance at https://allseenalliance.org/compliance.
With respect to the Core or any current or proposed Required Service, the Technical Steering Committee Chair shall provide the Board at least thirty (30) days’ written notice prior to any release of Alliance Code included in the Base Implementation that is proposed as a future Major Modification or as an additional Required Service. If within such thirty (30) day period any Director objects to the Major Modification of the Alliance Code or to the addition of a Required Service, such Major Modification or addition of a Required Service shall require a unanimous Board approval in accordance with Section 2.13 of the Bylaws prior to its inclusion in a release of Alliance Code included in the Base Implementation. Such approval shall have no effect on prior releases. In no event shall the Alliance Certification Requirements restrict the implementation of Minor Modifications by Pledge Recipients in a Compliant Base Implementation.
Patent Non-Assertion Pledge
Contributors, that is all Members that make a Contribution and all non-Members that make a Contribution to the Alliance, (“Pledging Entities”) shall undertake the following Patent Non-Assertion Pledge (“Pledge”) as a condition of submission of a Contribution:
Each Pledging Entity promises that the Pledging Entity will not bring a Lawsuit or other legal proceeding against any entity for patent infringement under any of its Pledged Patent Claims based on the use, sale, offer for sale, lease, license, importation, distribution or other exploitation of a Compliant Base Implementation. The preceding Pledge does not apply to any infringement of the Pledged Patent Claims (a) by Contributions made by others, (b) that arises from any modification of the Contribution after its submission by the Contributor, or (c) that arises from combination of the Contribution with other code or hardware. This is a personal pledge directly from the Pledging Entity to each Pledge Recipient beneficiary, and each Pledge Recipient acknowledges as a condition of benefiting from it that no rights from the Pledging Entity are received from suppliers, distributors, or otherwise in connection with this Pledge.
Each Pledging Entity acknowledges and agrees that the Pledge is legally binding, irrevocable (except as otherwise provided for “Permitted Termination” below) and enforceable against such Pledging Entity, and its successors, assigns and any entity that (through purchase, license or otherwise) acquires the exclusive right to enforce a Pledged Patent Claim. Thus the Pledging Entity will require any person or entity that acquires such right to agree, in writing, to abide by the Pledge and to place a similar requirement on any subsequent holder of the right to enforce a Pledged Patent Claim to do the same.
The Pledge is not an assurance or an acknowledgement, whether by the Pledging Entity or any Pledge Recipient, that (i) any Pledged Patent Claim (A) covers any particular software or hardware (including any Alliance Code) or (B) is valid or enforceable or (ii) that the Pledged Patent Claims are all patents that do or may cover any particular Alliance Code, or that the Alliance Code will not infringe patents or other intellectual property rights of a third party. Except as expressly stated in this IP Policy, no other rights are waived or granted by a Pledging Entity, or received by a Pledge Recipient, whether by implication, estoppel, or otherwise.
The Pledge is conditioned and subject to termination as set forth in this IP Policy. Each Pledging Entity reserves the right to terminate its Pledge (“Permitted Termination”) with respect to any Pledge Recipient if the Pledge Recipient or any of its Affiliates files a Lawsuit alleging infringement of a patent by Alliance Code in a Compliant Base Implementation, other than a Lawsuit or other legal proceeding that would have been subject to a Pledge but for a Permitted Termination (an “Offensive Claim”).
If a Pledge Recipient or its Affiliate, as applicable, permanently withdraws the Lawsuit or other proceeding within sixty (60) days of being notified in writing that such Lawsuit or other proceeding constitutes an Offensive Claim that could result in Permitted Termination, then such Lawsuit or other proceeding shall not constitute an “Offensive Claim” nor act as cause for a Permitted Termination.
Any Permitted Termination by a Pledging Entity with respect to a Pledge Recipient shall have the same effect as if the Pledge were never extended to such Pledge Recipient in the first instance. The Pledging Entity, in its sole discretion, shall determine the manner and terms, if any, by which rights under Pledged Patent Claims may be extended or re-extended to such Pledge Recipient after such Pledge Recipient’s Offensive Claim is permanently dismissed, terminated or withdrawn in writing.
In addition to the terms defined in the text of the policy, for purposes of this IP Policy, these terms, when capitalized, shall be defined as follows:
- “Affiliate” shall mean, in relation to any entity hereunder, (a) any entity in which the relevant entity directly or indirectly holds more than 50% of the voting stock or power, (b) any entity (“Holding Entity”) which holds directly or indirectly more than 50% of the voting stock or power of the relevant entity, (c) any other entity in which more than 50% of the voting stock or power is directly or indirectly held by any Holding Entity of the relevant entity; (d) any entity in which the relevant entity directly or indirectly holds less than 50% of the voting stock or power but has management control of such entity in that it has the ability to appoint and remove the majority of the board of directors (or other governing body) of such entity; or (e) any other entity which a Holding Entity of the relevant entity directly or indirectly holds less than 50% of the voting stock or power but has management control of such entity in that it has the ability to appoint and remove the majority of the board of directors (or other governing body) of such entity.
- “Alliance Code” shall mean an official version (as designated by the Alliance’s formal numbering convention) of code released by the Alliance in accordance with the Bylaws, including this IP Policy,
- “Base Implementation” shall mean the Alliance Code included in the Core and in one or more specified Required Services.
- “Compliant Base Implementation” means a Base Implementation meeting the Alliance Certification Requirements, including passing all applicable test cases. Compliant Base Implementation does not include Minor Modifications until they are included in a formal release of Alliance Code as part of a Major Modification.
- “Contributor” shall mean a person or entity who submits a Contribution to the Alliance.
- “Contribution” shall mean any work of authorship that is submitted to the Alliance for inclusion in Alliance Code.
- “Core” shall mean the modules of Alliance Code designated as core and required in order to meet the Alliance Certification Requirements as established in accordance with this IP Policy.
- “Lawsuit” shall mean the commencement of a legal proceeding by filing a complaint in a court of competent jurisdiction or administrative body, such as the International Trade Commission.
- “Major Modification” means any modification of or addition to Alliance Code other than a Minor Modification.
- “Member” shall mean a person or entity holding a voting or non-voting membership in the Alliance.
- “Minor Modification” means a modification of Alliance Code that does not do any of the following: (i) add features or functionality, (ii) alter application programming interfaces (APIs), (iii) introduce behavior that causes the code to fail any applicable compliance criteria, or (iv) otherwise interfere with compatibility of prior releases of Alliance Code.
- “Pledged Patent Claim” means a patent claim under a patent and/or patent application, owned or controlled, now or anytime in the future, by a Contributor, anywhere in the world, which patent claim would be directly infringed by the use, sale or other disposition of the code that is contributed by that Contributor to the Alliance, alone and not in combination with any other Contribution.
- “Pledge Recipient” means any entity that uses, sells, offers for sale, leases, licenses, imports, distributes or otherwise exploits a Compliant Base Implementation.
- “Required Services” means the modules of Alliance Code included in a service designated as required in order to meet the Alliance Certification Requirements as established in accordance with this IP Policy, including Major Modifications of and additions to the Required Services approved by the Board in accordance with this IP Policy.