Membership Application

ONVIF CONFORMANT PRODUCT LISTING AGREEMENT

THIS CONFORMANT PRODUCT LISTING AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND OPEN NETWORK INTERFACE FORUM, INC. (“ONVIF”), STATING THE TERMS AND CONDITIONS GOVERNING YOUR MARKETING RIGHTS AS AN AFFILIATE TO A MEMBER OF THE OPEN NETWORK INTERFACE FORUM (THE “FORUM”). IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER, OR THE APPLICABLE ENTITY, TO THIS AGREEMENT; (II) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS AGREEMENT. IF YOU DON'T HAVE THE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR THE APPLICABLE ENTITY OR IF YOU DON’T ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON.

This Agreement has been established as a service to Affiliates of Members of the Forum for the purpose of allowing said Affiliates to list conformant products on ONVIF’s Conformant Product Web Page.

1. Definitions.
   1. "Affiliate" shall mean any legal entity, firm, partnership, proprietorship, or other legally recognizable form of business entity, in whatever country organized or resident, directly or indirectly (i) owned or controlled by a Member, (ii) owning or controlling a Member or (iii) owned or controlled by any legal entity under common control with a Member. For the purpose of this definition “ownership” shall mean more than fifty percent (50%) beneficial ownership of the equity securities or interests of the legally recognizable entity or the ability to vote for more than fifty percent (50%) of the aggregate votes cast at a partner or shareholder meeting (or the ability to control any single class of votes), in each case, only so long as such ownership or voting rights continue. For the purpose of this definition, “control” shall mean the power to direct or cause the direction of the management or policies of such legally recognizable entity, directly or indirectly, whether through ownership of voting shares, by contract or otherwise.
   2. “Conformant Product Web Page” shall mean the web page available at http://www.onvif.org/ConformantProducts/ProfileS.aspx or any future corresponding URL.
   3. “Intellectual Property Rights” shall mean rights to patents, designs, utility models, trademarks, trade names, know-how, trade secrets, copyright, photography rights and any other industrial and intellectual property rights.
   4. “Member” shall mean a member of the Forum according to the member levels defined in the Rules of Membership (full, contributing or user).
2. Conformant Product Listing.
   1. As an Affiliate of a Member, you are entitled to be involved in the activities of the Forum on behalf of the Member and develop and market ONVIF conformant products. The application completed by you and this Agreement grants you the right, subject to your due payment of the applicable annual fee as stated on ONVIF’s web page (www.onvif.org) from time to time, to publish your logo and your ONVIF conformant products on the Conformant Product Web Page.
   2. The right granted to you in Section 2.1 above is subject to the following restrictions: (i) that any listed ONVIF conformant product of yours must have undergone the self-certification process established by the Technical Services Committee of the Forum, or otherwise have been deemed compliant by or on behalf of the Technical Services Committee of the Forum, and (ii) that you agree not to exploit, in any unauthorized way, the Conformant Product Web Page or any other site made available to you by ONVIF or the Forum.
   3. ONVIF reserves the right to review your application and deny you as a party to this Agreement (i) if you fail to fulfill the definition of an Affiliate, as outlined in Section 1.1 above, or (ii) if the relevant Member opposes your application. Further, and in case you violate any terms and conditions of this Agreement or if your application ultimately proves to contain false information, ONVIF may change, suspend or terminate the right granted to you hereunder without notice or liability. In such case, ONVIF also reserves the right to deny your reapplication at any time in ONVIF’s sole discretion.
3. Intellectual Property Rights.
   You retain all right, title and interest in and to all of your own Intellectual Property Rights. Correspondingly, ONVIF retains all right, title and interest in its Intellectual Property Rights. Nothing in this Agreement shall be construed as an assignment of such rights to either party and there are no implied licenses under this Agreement.
4. Term and termination. This Agreement becomes valid when accepted by you and approved by ONVIF by letter or electronically (as elected by ONVIF) and shall, unless terminated earlier by ONVIF in accordance with Section 2.3 above, continue to be in force for as long as you maintain your payment obligation as set out herein, or for as long as ONVIF makes available the right for Affiliates to list conformant products on the Conformant Product Web Page.
5. Amendments etc. ONVIF reserves the right, at its discretion, to modify this Agreement at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements and additional rules or policies) (“Amendments”) communicated to you by ONVIF. All Amendments are hereby incorporated into this Agreement by this reference and your continued listing of conformant products on the Conformant Product Web Pages will indicate your acceptance of any Amendments.
6. Governing law and arbitration.
   1. This Agreement shall be governed by the substantive laws of Switzerland.
   2. Any claim or controversy arising out of this Agreement shall be finally settled by a Court of Arbitration to be convened at Zürich/Switzerland. The Court of Arbitration shall consist of three (3) arbitrators. The Court of Arbitration shall act on the basis of the Rules of Arbitration of the International Chamber of Commerce. The arbitrators shall be appointed in accordance with the said Rules. Arbitration proceedings shall be conducted in English.