Terms of Use

In consideration of the Motorcycle Industry Council (MIC) providing the company listed below (Company) with access to PSP specifications, the individual submitting this agreement and registration, as a duly authorized representative of the Company, hereby agrees to the following, on behalf of the Company:

I.	Intellectual Property
	A.	MIC makes no claim of ownership, through patent rights or otherwise, of the protocol for sending and receiving electronic business transaction data in real-time that is described in the PSP specifications.
	B.	All PSP specifications provided by MIC pursuant to the Specification Access Agreement (this Agreement) have been copyrighted by MIC.
	C.	All PSP trademarks, trade names and servicemarks contained in all documents provided by MIC pursuant to this Agreement, and appearing on the PSP website, including, but not limited to, the name “Partners Standard Protocol®”, “PSP®” and all PSP logos (collectively the “Marks”), are the sole and exclusive property of MIC.
	D.	Any data elements, specifications, protocols, components, or other documents, materials, comments, suggestions or information (collectively “Information”) provided by Company to MIC in connection with a standards development project or initiative may be incorporated in whole or in part in future versions of the specifications. Company agrees that MIC may make use of the Information in the specifications and that it will not assert, against MIC, and/or any PSP adopter, any claim of infringement or misappropriation relating to such Information.

II.	Warranties
	A.	MIC warrants:
		1.	That it is the owner of the copyright of all documents provided pursuant to this Agreement and is the owner of the Marks; and
		2.	That as of the date of this Agreement it has not received notice of any claim from a third-party that the documents provided pursuant to this Agreement or the Marks infringe intellectual property rights of any third-party.
	B.	Except as provided in Section II.A. above, MIC has not made, does not make and specifically negates and disclaims any and all warranties (including but not limited to the warranties of merchantability and fitness for a particular purpose) and representations, whether oral or written, express or implied by statute, common law or otherwise.

III. Limitation of Liability

In no event shall MIC or its member companies, affiliates, officers, directors, employees, contractors or agents (collectively “MIC’s Related Parties”) be liable to Company, and Company hereby releases, discharges, waives, relinquishes and covenants not to sue MIC or MIC’s Related Parties with respect to any claims for damages or losses of any kind arising from or related to Company’s use of PSP specifications.

IV. Indemnification

Company shall defend, indemnify and forever hold harmless MIC and MIC’s Related Parties from and against any and all claims, losses or damages, costs and expenses (including attorneys’ fees), including claims for MIC’s own negligence or other wrongdoing, arising out of, or in any way related to: (A) Company’s use of PSP specifications; or (B) the breach of any terms, conditions and covenants of Company under this Agreement (collectively the “Indemnified Matters”). In connection with the foregoing, Company hereby acknowledges and agrees that, in the event MIC or MIC’s Related Parties is required to prosecute or defend any legal action arising out of or in any way related to the Indemnified Matters, Company shall pay MIC’s and MIC’s Related Parties’ attorneys’ fees and expenses incurred therein.

Terms of Use

I.

Intellectual Property

II.

Warranties

III.

Limitation of Liability

IV.

Indemnification