Logos and trademarks

This application is for Product Use of the openEHR trademarks. It is intended for when organisations use the openEHR trademarks beyond fair use, including in company advertising material, product names and domain URLs, but not including events. For events, see the Community Use Licence.

This Product Use Licence (the “Agreement”) governs the use of openEHR International’s (“openEHR”) openEHR trademark by the “Licensee” (together with openEHR, the “Parties”). By applying, the Licensee agrees, subject to openEHR’s acceptance, to be bound by this Agreement with openEHR if openEHR provides the Licensee with its written acceptance.

The person applying represents and warrants on behalf of the Licensee that they are authorised to sign contracts on behalf of, and to thereby bind, the Licensee.

After you apply, this Agreement remains subject to openEHR’s acceptance. No contract is formed hereby, and the Licensee is not authorised to use the proposed alternate usage or the openEHR mark pursuant to this Agreement until the Licensee has received written acceptance from openEHR, the date of which acceptance shall be the “Effective Date”. openEHR will use reasonable efforts to respond to a request for a licence within thirty (30) days of the date the Licensee submits its request.

Whereas openEHR owns all right, title and interest in and to the openEHR trademark, registered with the U.S. Patent & Trademark Office (U.S. Reg. No. 4,272,380) (the “openEHR Mark”), the EU EUIPO (Reg. 002994853) and IP Australia (Reg. 939279);

Whereas openEHR wishes to grant, and the Licensee wishes to receive, a licence to the above mark in connection with the Authorised Goods/Services;

Now therefore, for good and sufficient consideration, the receipt of which is hereby acknowledged, the Parties agree as follows, subject to the terms and conditions below.

1.1. Subject to the terms of this Agreement, openEHR grants to the Licensee the non-exclusive right in the Territory to use the openEHR wordmark (the “Mark”) in connection with the Authorised Goods/Services only (such use a “Licensed Use”). The foregoing licence does not include the right to sublicense.

1.2. The Licensee shall use the ® symbol after the openEHR Mark, for example “openEHR®”. The following text must also be clearly visible on any website or in documentation: “openEHR® is the registered trademark of the openEHR Foundation and is used with the permission of openEHR International. Use of the trademark does not constitute endorsement of this product by openEHR International or openEHR Foundation.”

1.3. All goodwill arising from or relating to the Licensee’s use of the Mark shall inure to the benefit of openEHR. To the extent any right, title or interest to the Mark is deemed to accrue to the Licensee pursuant to this Agreement or otherwise, the Licensee shall and hereby does assign any and all such right, title and interest (and all goodwill arising from or relating to any of them) to openEHR.

1.4. The Licensee shall only exercise the licence granted herein with Licensed Uses approved by openEHR. If openEHR has not delivered to the Licensee its written rejection of such proposed Licensed Use within ten (10) days after receipt, approval is deemed to have been given. The Licensee shall, promptly upon openEHR’s request, deliver to openEHR representative samples of Licensed Uses and shall cease any Licensed Uses that do not meet openEHR’s approval. The Licensee shall not use any unlicensed derivative of the Mark without openEHR’s prior written consent and approval.

1.5. The Licensee shall maintain the highest quality and standards of the Licensed Uses and shall safeguard the established prestige and goodwill in the Mark at the same level previously held and maintained by openEHR. The Licensee shall ensure that its performance of the Authorised Goods/Services is of high quality and in conformity with high industry standards. The Licensee shall promptly upon openEHR’s request provide openEHR with information regarding the Licensed Uses.

1.6. The Licensee agrees and acknowledges that openEHR is the owner of all rights, title and interest in and to the Mark. The Licensee shall neither (i) challenge the validity of openEHR’s ownership of the Mark; nor (ii) contest the fact that the Licensee’s rights under this Agreement and its right to use the Mark terminate upon termination of this Agreement.

2.1. The initial term of this Agreement will begin on the Effective Date and shall end on the first December 31 thereafter. This Agreement shall automatically renew for successive one (1) year terms provided that neither party has provided the other party with notice of termination at least thirty (30) days before the end of the then-current term. Sections 1.4 and 1.7, and Articles 2, 4 and 5 shall survive termination of this Agreement.

2.2. openEHR may terminate this Agreement on the Licensee’s breach, which breach remains uncured ten (10) days after written notice thereof. The Licensee shall cease and desist all trademark usage of the Mark immediately upon termination of the Agreement.

3.1. The Licensee shall provide prompt written notice to openEHR of any infringement of the Mark by third parties, or any act of false suggestion of affiliation or sponsorship relating to the Licensed Uses, or any act of false suggestion of affiliation or sponsorship by third parties relating to the Mark, whenever such infringement or act comes to the Licensee’s attention.

4.1. The Mark is licensed hereby “as is” without warranty, express or implied, of any kind, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The entire risk arising out of the use of the Mark remains with the Licensee. The Licensee acknowledges and agrees that it has not relied on any express or implied representation of any kind, written or oral, as an inducement to entering into this Agreement.

4.2. In no event will openEHR be liable to the other for any special, indirect, incidental, punitive, exemplary or consequential damages in any way arising out of or in connection with this Agreement, even if openEHR has been made aware of the possibility of such damages.

4.3. openEHR’s aggregate, cumulative liability for any and all claims arising out of or in connection with the Mark or this Agreement shall be limited to direct damages in the amount equivalent to the fees actually received by openEHR from the Licensee hereunder. The limitations and exclusions set out in this section apply to all claims or causes of action on whatever basis and under whatever theory brought, and irrespective of whether openEHR has been advised of the possibility of such claim or damages. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

4.4. Each party represents and warrants that (i) it has the authority to enter into this Agreement and to perform its obligations hereunder; and (ii) to their respective knowledge as of the Effective Date, the Licensee’s exercise of the rights granted hereunder shall not violate the rights of any third party, including without limitation rights in trademark, unfair competition and contract.

5.1. All reports, communications, requests or notices required by or permitted under this Agreement will be in writing and will be deemed to be duly given on the date the same is electronically delivered, hand-delivered and acknowledged or, if mailed, when mailed by certified or registered mail, return receipt requested, to the party’s addresses identified above. Either party may change the address to which such notices and communications will be sent by written notice to the other party, provided that any notice of change of address will be effective only upon receipt. Notwithstanding anything in this Section 5.1 to the contrary, the Licensee shall send a contemporaneous copy of any and all written communication to openEHR hereunder to comms@openehr.org or such other email address as openEHR shall from time to time direct.

5.2. This Agreement may be assigned by the Licensee only with the prior written consent of openEHR. openEHR may assign this Agreement without restriction. Any attempted assignment in contravention of this Section 5.2 will be null, void and without effect.

5.3. This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, without regard to its choice of law provisions. The parties shall file and prosecute any and all litigation arising from or relating to the Mark or this Agreement before any court of competent subject matter jurisdiction in the United Kingdom. The parties consent to the exclusive jurisdiction of such courts over them, stipulate to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to allege or assert the inconvenience, inefficiency or unfairness of proceeding in such courts.

5.4. This Agreement does not create a partnership or joint venture between the parties.

5.5. This Agreement is formed by the Licensee’s submitting the application form.

5.6. This Agreement constitutes the entire agreement between the Licensee and openEHR with respect to its subject matter, and supersedes and terminates any prior agreements, proposals or understandings relating to such subject matter. No addendum, consent, modification, amendment or change of the terms of this Agreement will bind either party unless made in writing and signed by the parties.

5.7. No waiver by either party of any breach hereunder shall be effective unless given in writing, nor shall any such waiver be deemed a waiver of any other breach.

5.8. In the event of any litigation regarding this Agreement, openEHR, if it is the prevailing party as determined by the appropriate court, shall be entitled to recover its actual attorneys’ fees and costs arising from or relating to the litigation itself and investigations arising therefrom or relating thereto.

5.9. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected, and the invalid or unenforceable provision shall be automatically revised so as to be valid and enforceable and to reflect the intent of the parties as nearly as possible.