End User License Agreement

Test End User License Agreement for the ISO SMART Demo Tool

ISO is planning the introduction of a new tool facilitating the understanding and use of ISO standards by providing the ability to read and interact with normative content (“Tool”). For the development phase of the Tool ISO is asking selected customers with an existing customer license agreement for ISO standards(“CLA”) to test on a voluntary basis the demo version of the Tool (“Demo Tool”) and to provide Feedback (as defined below). The Demo Tool might include several test iterations and several test versions. 

By clicking the “I agree with the terms” radio button you agree to the terms of this Test User License Agreement (“TULA”). This TULA constitutes the agreement between you and ISO for being granted access to, and use rights for the Licensed Material (as defined below). 

If you do not agree to the terms of this TULA, you are not granted any rights to use the Licensed Material, or to access it in any other way.

1           Definitions

The terms quoted and defined in this section 1, whether used in singular or the plural, shall have the meanings specified below.

“CLA”: shall have the meaning set forth in the recital.

“Demo Tool”: shall have the meaning set forth in the recital.

“Feedback”: shall have the meaning set forth in section 5.1. 

“ISO”: International Organization for Standardization, Chemin de Blandonnet 8, 1214 Vernier, Switzerland.

“ISO Test Standard”: the ISO standard, in whole or in parts, integrated in the Demo Tool.

“Licensed Material”: the Demo Tool and ISO Test Standards provided within the Demo Tool. 

“Licensee”: a named individual or organisation (e.g. legal entity or public institution); whereby, (i) if a named individual, then being granted access to, and use rights for, the Licensed Material as a Test User; and (ii) if an organisation, then being granted a right to grant employees and/or employee-like contractors of its organisation, who already have access and use rights under a CLA to access and use the Demo Tool as Test Users. 

“Party”: individually ISO or Licensee (in plural jointly ISO and Licensee).

“Purpose”: shall have the meaning set forth in section 2.2. 

“Test License”: shall have the meaning set forth in section 4.2.

“Test Results”: new material, whether copyrighted or not, and any data or other information created or developed by Test User by using the Licensed Material.

“Test User”: a named individual testing the Demo Tool who already has use rights under a CLA; whereby, if the Licensee is (i) an individual, then Licensee and Test User are identical; and (ii) an organisation (e.g. legal entity or public institution), then an auxiliary person executing the Test License for, and on behalf of, the Licensee.

“TULA”: shall have the meaning set forth in the recital.

2          Scope

2.1          This TULA stipulates the licensing terms between ISO and Licensee for granting access to, and use of, the Licensed Material. 

2.2          The Licensed Material is licensed to allow Licensee (i) to test and evaluate the functionality, usability, and effectiveness of the Demo Tool and (ii) to provide Feedback („Purpose“). 

2.3          ISO may include functionalities in the Demo Tool that permit the Tool User to create Test Results.

2.4          The Demo Tool is provided without support or maintenance services. ISO may, at its own discretion, provide updated beta versions of the Demo Tool. Any updates of the Demo Tool are provided under the Test License. 

3           Ownership 

3.1          The Licensed Material is protected by copyright law, database law, unfair competition law, trade secrecy law, or any other applicable law, as the case may be.

3.2          The Licensed Material, as well as any updates and/or corrections, and any intellectual property or other rights pertaining thereto, are owned by ISO and/or its licensors. The Licensed Material is licensed to Licensee, not sold. Nothing in this TULA shall operate to assign or transfer any intellectual property or database rights from ISO and/or its licensors to Licensee.

3.3          ISO shall own the Test Results. Licensee herewith assigns and transfers, and, if Licensee is an organization, shall procure from its Test User(s) that they assign and transfer, to the fullest extent permitted by law the Test Results, and any intellectual property and/or database rights pertaining thereto, to ISO free of charge.

Where the applicable law of the country, for which protection Test Results is sought, does not allow the assignment of intellectual property and or database rights, or should such assignment be judged legally invalid, then the Licensee instead grants, and shall procure from its Test User(s) that they grant, herewith to ISO in such countries an exclusive, worldwide, irrevocable, perpetual, unlimited, unconditional, transferable, sub-licensable, and fee-/royalty-free right to use such Test Results for any purpose, including creating other derivative works and/or other derivative data.

4          Test User Rights (License)

4.1          ISO will grant Licensee access to the Licensed Material at its discretion, e.g., by granting access to it through a web interface/application or through a cloud-based solution (e.g., Software as a Service (SaaS)). 

4.2          Within the limits of this TULA, ISO grants Licensee a non-exclusive, non-transferable, limited right:

a)    to test and evaluate the functionality, usability, and effectiveness of the Demo Tool, in whole or in parts; and

b)    to use the ISO Test Standards provided in the Demo Tool to create Test Results;

(“Test License”).

4.3          If Licensee is an organization, Licensee shall have the right to grant to Test Users in its organization the Test License. In such case, Licensee shall inform ISO unsolicited and in writing (smartsupport@iso.org) of the amount and names of its Test Users. If ISO has reasonable doubt that the reported amount or names of Test Users are inaccurate, it may request in writing to have performed by a third-party auditor during business hours at Licensee’s premises an examination and audit of all information required to verify the access rights granted to Test Users. 

4.4          The Test License grants Licensee access and use rights to ISO Test Standards that are separate and different from Licensee’s CLA. Notwithstanding the foregoing, individuals who do not have license rights to ISO standards under a CLA shall not be granted access to the ISO Test Standards. Licensee’s access and use rights under its CLA do not extend to the Test License, and vice versa. 

4.5          Licensee represents and warrants not to, and shall procure from its Test User(s) that they will not, 

a)    use the Licensed Material for any purpose other than the Purpose and as granted in the Test License;

b)    disclose any login data to the Demo Tool to any third party who is not a Test User; 

c)     misuse the Licensed Material, especially, but not limited to reverse engineering the Demo Tool and/or extracting ISO Test Standards.

4.6          Test Results shall be stored and processed separately and independently of any other ISO data under Licensee’s CLA.

5          Feedback

5.1          ISO may solicit from Licensee, or if Licensee is an organization, from its Test Users, in writing (e.g., online survey or e-mail) or orally (e.g., in-person, telephone or video interviews) or by other means positive and/or negative opinions on functionality, usability, and user experience with regard to the Demo Tool, the ISO Test Standards, and the Test Results (“Feedback”). 

5.2          ISO shall own the Feedback. Section 3.3 also applies to Feedback, mutatis mutandis.

5.3          If ISO seeks Feedback, then Licensee, or Test User(s) respectively if Licensee is an organization, 

a)    shall attend Feedback sessions to which they are invited;

b)    shall provide Feedback to ISO within due course if requested by ISO;

c)     may accompany its Feedback with Test Results.

5.4          Feedback and/or Test Results are provided free of charge. ISO may use, or have used, without consent from, and without accounting to (e.g. royalty or other payments for commercialising the any new version of ISO’s database), Licensee and/or Test User(s) any Feedback and/or Test Results for the development, modifications, enhancements, and other derivative works of or to the Demo Tool, and any version of the Tool. 

5.5          Licensee and/or Test User(s) shall not provide any information in Feedback which it/they consider confidential or proprietary to it/them, or that infringes on third party rights. 

6           Confidentiality 

6.1          Licensee shall keep, and shall procure from its Test User(s) that they keep, ISO’s intent to create a Tool, the Demo Tool, ISO Test Standards, Test Results, Feedback as well as the existence and content of this TULA confidential and not disclose them to any third party (including any individual that is not a Test User). 

6.2          Licensee shall not use Confidential Information for any purpose than the Purpose. 

6.3          Licensee may obtain access to the Demo Tool via login and password for online access. Licensee shall keep the login and password confidential and shall not disclose them to any third party.

6.4          The confidentiality obligation shall survive the expiration or termination of the Test License and this TULA. Returning or destroying the Demo Tool, ISO Test Standards, Test Results, Feedback shall not relieve the Licensee or Test User(s) of its/their confidentiality obligation.

7           Data Protection

7.1          ISO will be processing as controller personal data of the Test User for the Purpose. 

7.2          ISO may process Licensee’s (Test User’s) personal data for the Purpose. ISO’s privacy policy shall apply (https://www.iso.org/privacy.html). Test User respectively acknowledges and agrees that his/her personal data will also be processed for and during Feedback and execution of the Test License. 

7.3          ISO uses cookies in the Demo Tool as well as Matomo as analytical tool. ISO’s cookie policy shall apply for the Demo Tool (https://www.iso.org/cookies.html). Licensee (Test User) acknowledges and agrees that the Purpose of the Demo License requires cookies and analysis of Test Users use of the Demo Tool. They are strictly necessary. Therefore access and use of the Demo License without cookies or analytics is not offered. 

7.4          In addition to ISO’ cookie policy, 

a)    cookies also 

(i)      track number of occurrences, e.g., access to Demo Tool, average number of access per Tool User, number of sessions exceeding a defined period of time, terms of ISO Test Standards clicked, sections of ISO Test Standards clicked, number of highlights activated per Tool User;

(ii)     top percentages, e.g., percentage of sessions exceeding a defined period of time, terms clicked most, provision type interacted with the most, sections clicked on the most; and 

(iii)    length of time, e.g. average time per Tool User, sections where the Tool User spent most time;

and

b)    analytics plugins also 

(i)      collect analytics data with JavaScript trackers, submitting them to Matomo;

(ii)     store analytics data; and

(iii)    provide reports of the stored analytics data to ISO. 

8           Disclaimer

8.1          Licensee acknowledges and agrees that neither the Demo Tool (incl. any available features and functionalities provided in it) nor the ISO Test Standards has/have been verified or validated by ISO and/or its technical committees and/or experts. This includes the manner in which the content of the ISO standard(s) is presented and classified. The Demo Tool, ISO Test Standards, and Test Results are all provided “as is” and cannot be used for any purpose other than the Purpose. 

8.2          To the fullest extent permitted by the applicable law, ISO and/or its licensors, including both their auxiliary persons as well as any third-party suppliers of associated software and software components, make no representations or warranties, express or implied, concerning the Demo Tool, ISO Test Standards or Test Results, or other deliverables supplied under this TULA. The warranties that ISO explicitly disclaims include, but are not limited to, ISO technical committee verification and validation, non-infringement of third-party intellectual property, satisfactory quality, merchantability, and fitness for a particular purpose. 

8.3          To the fullest extent permitted by the applicable law, ISO disclaims any and all liability for damage occurring under, or in connection with, this TULA, even if advised of its possibility. 

8.4          This limit also applies to any of ISO’s auxiliary persons, such as, but not limited to, subcontractors, directors, officers and employees. 

9           Term and Termination

9.1          The Test License under this TULA is granted to Licensee until 2025-03-31. ISO may extend, suspend, or terminate (revoke) the Test License at any time for any or no reason. 

9.2          Upon expiration or termination of the Test License Licensee shall destroy irretrievably or return all copies of the Licensed Material, Test Results and Feedback in its (or Test User’s, respectively) possession to ISO. Upon request, Licensee shall confirm in writing to ISO compliance with this requirement. 

10           General

10.1          Except as expressly provided in this TULA, ISO does not grant Licensee, whether directly or by implication or otherwise, any patent, copyright, database, trademark, trade secret, know-how, or other intellectual property right. Licensee shall not remove or alter any symbols or legends indicating any intellectual property right. 

10.2          Licensee shall comply with applicable export and import laws and regulations, including those of Switzerland, which prohibit or limit export for certain uses or to certain Licensed Material and/or Test Results.

10.3          Licensee may not assign or transfer the TULA or Licensee’s rights under it, or delegate or subcontract Licensee’s rights or obligations, without ISO's prior written approval. 

10.4          If any provision of this TULA is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired as long as the intent can be preserved. In such cases, ISO undertakes to replace the invalid, illegal or unenforceable provision with another valid, legal and enforceable regulation. The same principle applies to open terms or omissions. 

10.5          This TULA is governed by Swiss law, without regard to the conflict of law provisions. The United Nations’ Convention on International Sales of Goods of 11 April 1980 (SR 0.221.211.1) does not apply. 

10.6          Disputes arising under, or in connection with, this TULA shall be exclusively subject to the jurisdiction of the competent courts of the city of Geneva, Switzerland. 

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