 TERMS AND CONDITIONS OF USE
Thank you for visiting the PLUS website. Please read the following Terms and Conditions of Use.
NOTICE TO USER
This is a legal agreement between you (“User”) and the PLUS Coalition. Use of this website constitutes agreement to be bound by the terms set forth herein. The PLUS Coalition reserves the right to alter, modify, or update these Terms and Conditions and the User agrees to be bound by such modifications, alterations, or updates. Any User found not to operating within the spirit of these Terms and Conditions will be banned from further use of this website.
OWNERSHIP
This site is owned and operated by the PLUS Coalition. All elements of this website, including the content and the general design, are protected by copyright, trademark, trade dress and other U.S. law relating to intellectual property.
PERMITTED USE
Users may not copy or use content from the PLUS Coalition website other than for its intended purpose. Users may not download any images from the PLUS Coalition website. Users may download the Glossary from the PLUS Coalition website, subject to the terms of the license.
LINKS TO THIRD PARTY SITES
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DISCLAIMERS
General Disclaimer
THE MATERIALS AND INFORMATION IN THIS SITE ARE PROVIDED "AS IS", WITH ALL FAULTS BASIS AND YOUR USE THEREOF IS AT YOUR OWN RISK. THE PLUS COALITION MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
Exclusion of Damages
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USERS MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE PLUS COALITION BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES AS A RESULT OF USE OF THE PLUS WEBSITE. USERS ACKNOWLEDGE THAT ABSENT AGREEMENT TO THIS LIMITATION OF LIABILITY, THE PLUS COALITION WOULD NOT PROVIDE THIS SITE TO THE USER.
INDEMNITY
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ASSIGNMENT
This agreement is not assignable or transferable on the part of the User.
JURISDICTION
The PLUS Coalition operates this site from its office within State of California in the United States of America. The PLUS Coalition makes no representation that materials in the site are appropriate or available for use in other locations. Those who opt to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any and all disputes, with the exception of copyright claims, arising out of this Agreement including, without limitation the validity, performance and breach thereof, shall be settled by arbitration in Los Angeles, whether or not the User is subject to the personal jurisdiction of the State and Federal Courts therein. Such arbitration shall be in accordance with the rules of the American Arbitration Association; Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. In the event of a copyright claim, or if the PLUS Coalition is compelled to go to court for any other reason regarding the Articles governed by this Agreement, the User hereby submits to personal jurisdiction of the State and Federal courts in Los Angeles County, California. If the PLUS Coalition is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees and/or costs by the User herein. This Agreement, its validity and effect, shall be interpreted and governed by the laws of the State of California, without reference to its choice of law principles.
DATA PROTECTION
The PLUS Coalition protects Users’ privacy. We do not sell or share information about Users with any third party. Please see our Privacy Statement.
FORCE MAJEURE
The PLUS Coalition will do everything in its power to provide uninterrupted access to this site, but it will not be held responsible for interruption or delay due to an act of God.
HEADINGS
Headings used in these Terms and Conditions are for reference purposes only and in no way define, limit, construe or describe the scope of extent of such section in any way or effect.
PRIVACY STATEMENT
The PLUS Coalition is dedicated to protecting the privacy of any information collected from or provided by the Users. We will not give, sell, trade, rent, disclose, loan, or make available any identifiable personal information about Users to any third party without first receiving each User’s permission, except when we believe, in good faith, that the law requires us to do so. Further questions or concerns can be sent to info@useplus.org
These Terms and Conditions went into effect on 3/15/06. The PLUS Coalition will inform users of substantive changes to this Policy.
Copyright © 2006 The PLUS Coalition, Inc., A Non-Profit Organization. All rights reserved.
PLUS COALITION ANTITRUST POLICY
The PLUS Coalition intends to fulfill its commitment to the improvement of image licensing in full compliance with international antitrust laws, including antitrust laws of the United States, such as the federal Sherman Act, and, as applicable, of those states with the United States, antitrust/competition laws of the European Community and of the countries comprising the European Community, and any other applicable antitrust laws that may exist in countries where members of the PLUS Coalition do business (generally, “Antitrust Laws”).
The Antitrust Laws and this Policy prohibit any direct or indirect anticompetitive conduct. This includes, but is not limited to: the exchange of information regarding prices, discounts, terms or conditions of sales or licenses, distribution, or volume of production; the allocation of territories or customers; or the prevention of rivals from competing or gaining access to markets through boycotts or otherwise. No member shall make any effort to bring about the standardization of any specification for any anti-competitive purpose proscribed by the Antitrust Laws.
Adherence to or compliance with any standard or specification that the PLUS Coalition recommends, develops, promulgates, approves or adopts shall be voluntary on the part of the Participants, and in no way shall be compelled or coerced by the PLUS Coalition or any Participant(s) thereof. The decision to adhere or comply with any such standard or specification is solely a voluntary and unilateral decision on the part of each Participant.
Any meeting of the Board of Directors, the PLUS Coalition membership, or any committee thereof, shall prepare and follow a formal agenda. Minutes or Resolutions of all such meetings shall be maintained, accurately reflecting the subjects discussed and actions taken at such meetings.
All members of the PLUS Coalition must zealously ensure that the Antitrust Laws are respected, not only in the letter of the law, but in the spirit of compliance. Each member of the PLUS Coalition shall be given a copy of this Policy. Compliance with this Policy is a requirement of membership. Violators of this Policy will be subject to sanctions, including expulsion from the Coalition and referral to the law enforcement authorities.
PLUS Coalition
Intellectual Property Policy
1. General Policy
The PLUS Coalition is an international non-profit trade association with a tightly focused mission: "To simplify and facilitate the licensing of images."
In the PLUS Coalition, organizations representing photographers, illustrators, stock picture agencies, artist representatives, advertising agencies, advertisers, graphic design firms, publishers, and associated industries and initiatives have joined forces to create a universal licensing language. Through the PLUS Coalition, licensors and licensees are working cooperatively to develop and implement licensing standards and systems that will bring picture licensing into the 21st century.
2. Mission
The PLUS Coalition is a non-profit New York state corporation and filed with the Internal Revenue Service as a 501(c)6 non-profit trade association. Its mission is to establish universal licensing systems to facilitate and simplify the licensing of images between licensors and licensees. The PLUS Coalition will not set any pricing policies nor engage in any activity involving pricing models. It is the policy of the PLUS Coalition to comply with all federal, state and local trade regulations and antitrust laws and all members must agree to abide by such policy.
3. Confidentiality Obligations for Contributions
No contribution that is subject to any requirement of confidentiality or any restriction on its dissemination may be considered in any part of the PLUS process, and there must be no assumption of any confidentiality obligation with respect to any such contribution. No contribution should be made on the basis of an assumed confidentiality obligation or restriction on dissolution.
4. Rights and Permissions
In the course of its work, PLUS receives contributions in various forms and from many organizations, entities and individuals (Contributor). To best facilitate the dissemination of these contributions, it is necessary to understand the intellectual property rights relating to the contributions. PLUS will form various Working Groups to develop and implement a universal licensing language.
4.1. All Contributions
By submission of a contribution, each Contributor actually submitting the contribution shall explicitly agree to the following terms and conditions on his own behalf, and on behalf of the organization (if any) he represents that owns any proprietary rights in the contribution. Where a contribution identified contributors in addition to the contributor(s) who provide the actual contribution, the actual submitter(s) represent that each other named contributor was made aware of and agreed to accept the same terms and conditions set forth herein.
1. To the extent that the contribution is or may be subject to copyright, trademark, patent, know-how or other type of proprietary property rights, the contributor and the organization he represents (if any) that own any such rights in the contribution, grant an unlimited, perpetual, non-exclusive, royalty-free, worldwide right and license to PLUS to copy, publish, and distribute the contribution in any way, and prepare derivative works that are based on or incorporate all or part of the contribution. The license to such derivative works shall be of the same scope as the license to the original contribution.
2. The contributor acknowledges that PLUS has no duty to publish or otherwise use or disseminate any contribution.
3. The contributor, and the organization he represents (if any) that owns any rights in the contribution, agree that no information in the contribution is confidential and that PLUS and its affiliated organizations may freely disclose any information in the contribution.
4. The contributor represents that, if required by this policy, he has disclosed the existence of any proprietary or intellectual property rights in the contribution that are reasonably and personally known to the contributor.
5. The contributor represents that there are no known limitations to the contributor’s ability to make the grants, acknowledgements and agreements above that are reasonably and personally known to the contributor.
4.2. PLUS Specifications
1. If PLUS receives written notice of any known or claimed copyrights, trademarks, service marks, patents, patent applications, or other proprietary or intellectual property rights as to any specification developed by PLUS process, PLUS shall not advance the specification without noting in a public disclosure area on the PLUS web site the existence of such rights, or claimed rights. Where implementations are required before advancement of a specification, only implementations that have, by statement of the implementors, taken adequate steps to comply with any such rights, or claimed rights, shall be considered for the purpose of showing the adequacy of the specification.
2. PLUS disclaims any duty to identify the existence or to evaluate the applicability of any claimed copyrights, trademarks, service marks, patents, patent applications, or other proprietary or intellectual property rights as to any licensing standards or its implementation developed within the PLUS organization, and takes no position of the validity of the scope of any such rights. PLUS will not make any claims or determinations as to whether IP claims are essential to the implementation of any PLUS-created specification and disclaims any obligation to do so.
4.3. Licensing Goals for PLUS Specifications
In order to promote the widest adoption of Licensing standards, PLUS seeks to issue Specifications that can be implemented on a Royalty-Free basis for PLUS participants. Subject to the conditions of this policy, PLUS will not approve a specification for licensing standards if it is of the Essential Claims which are not available on Royalty-Free terms. Accordingly, Working Groups will be provided with this policy and will be required to prepare licensing standards that can be implemented on a Royalty-Free basis to the best ability of the Working Group and PLUS.
4.4. Licensing Obligations of Participants
The following obligations shall apply to all participants in PLUS. These obligations will be referenced from each Working Group charter and call for participation.
4.4.1. PLUS Specifications Requirements for all participants
As a condition of a participating in a Working Group, each participant shall agree to make available under PLUS Standards requirements any Essential Claims related to the work of that particular Working Group. This requirement includes Essential Claims that the participant owns and any that the participant has the right to license without obligation of payment or other consideration to an unrelated third party. With the exception of the provisions of section 4.5, PLUS RF licensing obligations made concerning the work of the particular Working Group and described in this policy are binding on participants for the life of the patents in question and encumber the patents containing Essential Claims, regardless of changes in participation status or PLUS Membership.
4.4.2. Limitation on Licensing Requirement for Non-Participating Members
Only the affirmative act of joining a Working Group, or otherwise agreeing to the licensing term described here, will obligate a member to the PLUS RF licensing commitments.
PLUS participants are not obligated to join a Working Group. Non-Working Group participants may submit Contributions and be subject to the PLUS RF licensing requirements as stated in this policy.
4.4.3. Licensing Commitments in PLUS Contributions
At the time a PLUS contribution is made, all Contributors and any other who provide patent licenses, copyrights, trademarks, service marks and licenses for other proprietary and intellectual property rights associated with the submitted document must indicate whether or not each entity (Contributors and other licensors) will offer a license according to the PLUS RF licensing requirements for any portion of the Contribution that is subsequently incorporated in a PLUS specification. The PLUS staff may acknowledge the Contribution if the answer to the licensing commitment is either affirmative or negative, and shall not acknowledge the contribution if no response is provided.
4.4.4. Note on Licensing Commitments for Invited Experts
Invited experts participate in Working Groups in their individual capacity. An invited expert is only obliged to license those claims over which she or he exercises control.
4.4.5. Non PLUS Participant Licensing
PLUS software or other applications that are licensed or sold to non-PLUS participants will be subject to a licensing fee. PLUS RF Licensing is privileged for PLUS participants.
4.5. Exclusion from PLUS RF Licensing Requirements
Under the following conditions, participants may exclude specifically identified works from the overall PLUS RF licensing requirements.
4.5.1. Exclusion with Continued Participation
Specific Essential Claims may be excluded from the PLUS RF licensing requirements by a participant who seeks to remain in the Working Group only if that participant indicates its refusal to license specific claims no later than 150 days after the publication of the first public Working Draft, by specifically disclosing Essential Claims that will not be licensed on PLUS RF terms. A participant who excludes Essential Claims may continue to participate in the group.
If any claims are made essential by the final Specification as a result of subject matter not present or apparent in the latest public Working Draft published within 90 days after the first public Working Draft, the participant may exclude these new Essential Claims, and only these claims, by this exclusion procedure within 60 days after the publication of the Last Call Working Draft. After that point, no claims may be excluded. (Note that if material new subject matter is added after Last Call, then a new Last Call draft will have to be produced, thereby allowing another exclusion period for 60 days after that most recent Last Call draft.)
4.5.2. Exclusion and Resignation from the Group
A participant may resign from the Working Group within 90 days after the publication of the first public Working Draft and be excused from all licensing commitments arising out of Working Group participation.
If a participant leaves the Working Group later than 90 days after publication of the first Working Draft, that participant is only bound to license Essential Claims based on subject matter contained in the latest Working Draft published before the participant resigned from the Working Group. In addition, departing participants have 60 days after their actual resignation to exclude Essential Claims made essential by documents not referenced in the Call for Exclusion if:
1. such claims are essential to subject matter that is contained in the latest Working Draft published before the participant resigns, and
2. such subject matter is not present or apparent in the latest Working Draft published within 90 days after the first public Working Draft.
The participant follows the same procedures specified in 4.5 for excluding claims in issued patents, published applications, and unpublished applications. Participants resigning from a Working Group are still subject to all disclosure obligations described in section 6.
4.5.3. Joining an Already Established Working Group
Participants who join a Working Group more than 90 days after the publication if the first public Working Draft must exclude Essential Claims covered in the latest Working Draft at the later of 150 days after the publication of the first public Working Draft or upon joining the Working Group.
4.5.4. Exclusion Procedures for Pending, Unpublished Patent Application
Exclusion of Essential Claims in pending, unpublished patent applications follows the procedures for exclusion of issued claims and claims in published applications in section 4.5.1. through 4.5.3., except that the final deadline of exclusion of unpublished claims is at Last Call plus 60 days for any material, regardless of whether or not it was contained in the documents referenced in the Call for Exclusion document. Nevertheless, participants have a good faith obligation to make such exclusions as soon as is practical after the publication of the first Working Draft that includes the relevant technology.
Any exclusion of an Essential Claim in an unpublished application must provide either:
1. the test of the filed application; or
2. identification of the specific part(s) of the specification whose implementation makes the excluded claim essential.
If option 2 is chosen, then effect of the exclusion will be limited to the identified part(s) of the specification.
4.5.5. Exclusion Mechanics
A Call for Exclusion will be issued by the Working Group Team Contact indicating the relevant documents against which participants must make exclusion statements as well as precise dates and deadlines for making any exclusions. In case there is any dispute about the dates for exclusion, the dates indicated in the Call for Exclusion are controlling. The Call for Exclusion will be sent to the Working Group mailing list. In the event that a Working Group issues more than one Specification-track document, the exclusion procedure will be employed for each series of documents individually.
5. PLUS Royalty-Free Licensing Requirements
With respect to a Specification developed under this policy, a PLUS Standard Royalty-Free license shall mean a non-assignable, non-sublicensable license to make, have made, use, sell, have sold, offer to sell, import, distribute, and dispose of implementations of the Standard that:
1. shall be available to all participants, whether or not they are Working Group members;
2. shall extend to all Essential Claims owned or controlled by the licensor;
3. may be limited to implementations of the Standard, and to what is required by the Standard;
4. may not be conditioned on a grant of a reciprocal RF license (as defined in this
policy) to all Essential Claims owned and controlled by the licensee. A reciprocal
license may be required to be available to all, and a reciprocal license may itself
be conditioned on a further reciprocal license from all.
5. may not be conditioned on payment of royalties, fees or other consideration;
6. may be suspended with respect to any licensee when licensor is sued by
licensee for infringement of claims essential to implement any PLUS
specification;
7. may not impose any further conditions or restrictions on the use of any
technology, intellectual property rights, or other restrictions on behavior of the
licensee, but may include reasonable, customary terms relating to operation or
maintenance of the license;
8. shall not be considered accepted by an implementor who manifests an intent not to accept the terms of the PLUS RF license as offered by the licensor.
9. License term:
10. The RF license conforming to the requirements in this policy shall be made available by the licensor as long as the Specification is in effect. The term of such license shall be for the life of the patents in question, subject to the limitations of 5(10).
11. if the Standards are rescinded by PLUS, then no new licenses need be
granted but any licenses granted before the Specification was rescinded shall
remain in effect.
All Working Group participants are encouraged to provide a contact from which licensing information can be obtained and other relevant licensing information. Any such information will be made publicly available with the patent disclosures for the Working Group in question.
6. Disclosure
6.1. Disclosure Requirements
Disclosure is required when both of the following are true:
1. an individual in a Member organization receives a disclosure request as described in section 6.3; and
2. that individual has actual knowledge of a patent which the individual believes contains Essential Claim(s) with respect to the specification for which disclosure is requested.
Anyone in a Member organization who receives a disclosure request and who has such knowledge must inform that Working Group participant. Where disclosure is required, the Working Group participant will do so.
6.2. Disclosure Exemption
The disclosure obligation as to a particular claim is satisfied if the holder of the claim has made a commitment to license that claim under the PLUS RF licensing requirements and the claim is no longer subject to exclusion under section 4.5. An Essential Claim is no longer subject to exclusion if a patent holder has affirmatively agreed to license the Essential Claim (effectively waiving its right to exclude such patent under section 5) or if the relevant exclusion period under section 5 has lapsed.
6.3. Disclosure Requests
Disclosure requests will be included in the “Status of this Document” section of each Specification track document as it reaches maturity level (Working Draft, Last Call Draft, PLUS Specification). Separate requests may be issued by PLUS to any party suspected of having knowledge of Essential Claims. Such disclosure requests will instruct the recipient to respond through the Working Group Participant.
6.4. Disclosure Contents
Disclosure statements must include:
1. the patent number, but need not mention specific claims
2. the Working Group and/or Specification to which is applies
The disclosure statements should be sent to the relevant disclosure mailing list, current [ ].
6.5. Disclosure of Pending or Published Applications
In the case of laid-open or published applications, the Member’s good faith disclosure obligation extends to unpublished amended and/or added claims that have been allowed by relevant legal authorities and that the Member believes to be Essential Claims. To satisfy the disclosure obligation for such claims, the Member shall either:
1. disclose such claims; or
2. identify those portions of PLUS specification likely to be covered by such claims.
6.6. Disclosure of Pending, Unpublished Applications
If a PLUS Member includes claims in a patent application and such claims where developed based on information from a PLUS Working Group or PLUS document, the Member must disclose the existence of such pending unpublished applications as the member believes may have essential claims.
6.7. Good Faith Disclosure Standards
Satisfaction of the disclosure requirement does not require that the discloser perform a patent search or any analysis of the relationship between the patents that the Member organization holds and the specification in question. Complete disclosure of information actually known to the discloser is required.
Disclosure of third party patents is only required where the Working Group participant has been made aware that the third party patent holder or applicant has asserted that its patent contains Essential Claims, unless such disclosure would breach a pre-existing non-disclosure obligation.
6.8. Timing of Disclosure Obligations
The disclosure obligation is an ongoing obligation that begins with the Call for Participation. Full satisfaction of the disclosure obligation may not be possible until later in the process when the design is more complete. In any case, disclosure as soon as practically possible is required.
6.9. Termination of Disclosure Obligations
The disclosure obligation terminates when the Specification is published in its final released form or when the Working Group terminates.
6.10. Disclosure Obligations of Invited Experts
Invited experts or members of the public participating in a Working Group must comply with disclosure obligations to the extent of their own personal knowledge.
6.11. Disclosures to be Publicly Available on Specification Track
Patent disclosure information for each specification on the Specification track will be made public on the PLUS web site along with each public Working Draft issued by the Working Group.
7. Exception Handling
If a patent containing Essential Claims has been disclosed, but is not available on RF terms, this matter shall be brought to the attention of the PLUS CEO. The CEO will then notify the Working Group. The CEO, working in cooperation with the Working Group, will advise the Working Group whether to: (a) disband the Working Group; (b) direct the Working Group to exclude this area from the standardization effort is that the specification remains implementable on RF basis; (c) make the implementation of the relevant portion of the specification optional so that the non-optionable part of the specification remains implementable on RF basis; or (d) suggest alternate licensing terms as proposed below. Item (b) is the preferred outcome.
7.1. Procedure for Considering Alternate Licensing Terms
After having made every effort to resolve the conflict through options a, b, and c under 7., the CEO, working with the Working Group chair and members, may propose that specifically identified patented technology be included in the Specification even though such claims are not available according to the PLUS RF licensing requirements of this policy. The proposal must explain:
1. why the chartered goals of the Working Group cannot be met without inclusion of the identified technology;
2. how the proposed licensing terms will be consistent with widespread adoption.
The proposal must include:
1. a complete list of claims and licensing terms of the proposed alternative
arrangements; and
2. a proposed charter for the Working Group, unless Specification has been issued
and no new work is required.
If the CEO determines that the Proposal is the best alternative consistent with the PLUS mission, the interests of the represented groups, and is clearly justified despite the expressed preference of the PLUS RF licensing, then the Proposal shall be circulated for public comment and Working Group review. The Working Group will then need to re-charter under these new UP terms. Members of the Working Group who are bound to RF terms are not released from their obligations by virtue of the Proposal alone. As with any newly chartered Working Group, new commitments must be made, along with possible exclusions. In order to expedite the process, the Proposal should considered whether additional claims would be excluded under the new charter and include such information in the Proposal.
8. Notices
(A) PLUS specifications shall include the following notice:
"PLUS takes no position regarding the validity or scope of any intellectual property or
other rights that might be claimed to pertain to the implementation or use of the technology described in this document or the extent to which any license under such rights might or might not be available. PLUS does not represent that it has made any effort to identify any such rights. Information on PLUS procedures with respect to rights in PLUS specifications can be found at the PLUS website. Copies of claims of rights made available for publication, assurances of licenses to be made available, or the result of an attempt made to obtain a general license or permission for the use of such proprietary rights by implementors or users of this specification, can be obtained from the President of PLUS."
(B) PLUS encourages all interested parties to bring to its attention, at the earliest possible time, the existence of any intellectual property rights pertaining to PLUS specifications. Each PLUS specification shall include the following invitation:
"PLUS requests interested parties to disclose any copyrights, trademarks, service marks,
patents, patent applications, or other proprietary or intellectual property rights which may cover technology that may be required to implement this specification. Please address the information to the CEO of PLUS."
(C) The following copyright notice and disclaimer shall be included in all PLUS
specification-related documentation:
"Copyright (c) PLUS (year). All Rights Reserved.”
This document and translations of it may be copied and furnished to others, and derivative works that comment on or otherwise explain it or assist in its implementation may be prepared, copied, published, and distributed, in whole or in part, without restriction of any kind, provided that above copyright notice and this paragraph are included on all such copies and derivative works. However, this document itself may not be modified in any way, such as by removing the copyright notice or reference to PLUS, except as needed for the purpose of developing PLUS specifications, in which case the procedures for copyrights defined in the PLUS Intellectual Property Policy document must be followed, or as required to translate it into languages other than English.
The limited permissions granted above are perpetual and will not be revoked by PLUS or its successors or assigns.
NO WARRANTY, EXPRESSED OR IMPLIED, IS MADE REGARDING THE ACCURACY, ADEQUACY, COMPLETENESS, LEGALITY, RELIABILITY OR USEFULNESS OF ANY INFORMATION CONTAINED IN THIS DOCUMENT OR IN ANY SPECIFICATION OR OTHER PRODUCT OR SERVICE PRODUCED OR SPONSORED BY PLUS. THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN AND INCLUDED IN ANY SPECIFICATION OR OTHER PRODUCT OR SERVICE OF PLUS IS PROVIDED ON AN " AS IS" BASIS. PLUS DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY ACTUAL OR ASSERTED WARRANTY OF NON-INFRINGEMENT OF PROPRIETARY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PLUS NOR ITS CONTRIBUTORS SHALL BE HELD LIABLE FOR ANY IMPROPER OR INCORRECT USE OF INFORMATION. NEITHER PLUS NOR ITS CONTRIBUTORS ASSUME ANY RESPONSIBILITY FOR ANYONE'S USE OF INFORMATION PROVIDED BY PLUS. IN NO EVENT SHALL PLUS OR ITS CONTRIBUTORS BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, COMPENSATORY DAMAGES, LOST PROFITS, LOST DATA OR ANY FORM OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE.
(D) Where, pursuant to a notification under this Policy, PLUS is aware at the time of publication of proprietary rights claimed with respect to a PLUS specification, or the technology described or referenced therein, such specification shall contain the following notice:
“PLUS has been notified of intellectual property rights claimed in regard to some or all of the contents of this specification. For more information consult the online list of claimed rights on a public disclosure area on the PLUS web site.”
9. Definition of Essential Claims
9.1. Essential Claims
Essential Claims shall mean all claims in any patent or patent application in any jurisdiction in the world that would necessarily be infringed by implementation of the PLUS Standards. A claim is necessarily infringed hereunder only when it is not possible to avoid infringing it because there is no non-infringing alternative for implementing the normative portions of the PLUS Standards. Existence of a non-infringing alternative shall be judged based on the state of the art at the time of the claim is made.
9.2. Limitations on the Scope of Definition of Essential Claims
The following are expressly excluded from and shall not be deemed to constitute Essential Claims:
1. Any claims other than as set forth above even if contained in the same patent as Essential Claims; and
2. Claims which would be infringed only by: portions of an implementation that are not specified in the normative portions of the PLUS Standards, or
a. Enabling technologies that may be necessary to make or use any product or portion thereof that complies with the PLUS Standards and are not themselves expressly set forth in the PLUS Standards (e.g. compiler technology, object-oriented technology, basic operating system technology, et al); or
b. The implementation of technology developed elsewhere and merely incorporated by reference in the body of the PLUS Standards.
3. Design patents and design registrations.
9.3. Definition of Normative, Optional and Informative
For purposes of this definition, the normative portions of the Specification shall be deemed to include only architectural and interoperability requirements. Optional features are considered normative unless they are specifically identified as informative. Implementation examples or any other material that merely illustrate the requirements of the Specification are informative, rather than normative.
9.4. Definition of Contribution
Contributions are ideas, inventions, intellectual property and/or documentation to PLUS which are reasonably understood by PLUS at the time of submission to have been submitted for purposes of incorporation in PLUS Standards
10. Acknowledgments
This Document draws inspiration from IDEAlliance Working Group Intellectual Property Policy.
Bylaws of the PLUS Coalition
Approved November 12, 2004.
1 NAME –– The Name of the Association is the PLUS COALITION (Coalition), also known as the Picture Licensing Universal System Coalition.
2 TERM –– The Coalition shall have perpetual existence.
3 PURPOSES –– The purposes for which the Coalition is organized shall be the transaction of all lawful business for which non-profit Corporations may be incorporated, pursuant to the laws of the state of New York, including, but not limited to, the following:
• To unite in common organization those professionally engaged in the licensing of reproduction rights of images and users of imagery and others that represent the interests of licensors and licensees;
• To engage generally in professional, educational, social and trade association related activities for the purpose of creating, disseminating, promoting and managing universal licensing systems that facilitate and simplify the licensing of images throughout the world;
• To promote the mutual interest of the Coalition’s members.
4 THE COALITION — The body of the membership of PLUS shall be known as the "Coalition". The Coalition shall be comprised of member entities, associations or individuals, each having separate and unique trade identities, but generally engaged in the business of licensing images or represent as an association the interests of those that license and use images professionally as described below.
5 LOCATION –– The principle office of the Coalition shall be located in any jurisdiction designated by the Board of Directors (Board), consistent with applicable law.
6 SCOPE OF ACTIVITY –– The Coalition shall have the power, either directly or indirectly, either alone or in conjunction or cooperation with others, to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary, useful, suitable, desirable, or proper for the furtherance, accomplishment, fostering, or attainment of any or all of the purposes for which the Coalition is organized, and to aid or assist other organizations whose activities are such as to further, accomplish, foster, or attain any of such purposes. Notwithstanding anything herein to the contrary, the Coalition shall exercise only such powers as are in furtherance of the exempt purposes of organizations set forth in Section 501(c)(6) of the Internal Revenue Code of 1986 and the Regulations thereunder as the same now exist or as they may be hereafter amended from time to time.
7 MEMBERSHIP AND DUES
7.1 MEMBERSHIP ELIGIBILITY — Organizations, associations or individuals directly engaged in the business of licensing images, and organizations or individuals indirectly involved with image licensing through creation, use, support, distribution, management, promotion or other related activities, as fully described and approved by the Board of Directors, are eligible for membership in the Coalition.
7.2 CLASSES OF MEMBERSHIP –– The Board may establish and revise classes of membership and privileges as necessary including Voting and Non Voting Members.
7.3 DESIGNATED MEMBER REPRESENTATIVE –– Each member must designate its main contact person and a voting individual.
7.4 APPLICATIONS FOR MEMBERSHIP — All applicants for membership must complete the application form. (The Board shall designate a working group to draft a Code Of Conduct as guidelines for the members to be ratified by the Members”.)
7.5 RESIGNATION — Any member may resign by filing a written resignation with the Board, however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
7.6 EXPULSION — Any member may be expelled for adequate reasons by a majority vote of the Board. Any member proposed for expulsion for any reason must be given advance notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board, and final notice of the Board of Director’s decision.
7.7 RESTITUTION OF MEMBERSHIP — A member who has been expelled may re-apply for membership after a period of one (1) year from the date of expulsion.
7.8 DUES — A dues structure and specific amounts shall be established by the Board at levels consistent with the Coalition’s budgets and needs.
7.9 MEETINGS OF THE COALITION
7.9.1 QUORUM OF MEMBERS –– Attendance by twenty percent (20%) of the members of the Coalition, in person or by proxy, shall constitute a quorum of the membership.
7.9.2 ANNUAL MEETING — The Coalition shall hold an annual meeting of the membership at a place and on a date, which shall be determined by the Board
7.9.3 SPECIAL MEETINGS — The Board may call special meetings of the Coalition at any time. Special meetings may also be called at the discretion of the Chief executive Officer (CEO ) or Chair.
7.9.4 NOTICE OF MEETINGS — The Board must give the Coalition at least seven (7) days notice and no more than sixty (60) before all and special meetings. Notice shall be given to all Members in such form and manner as deemed practicable under the circumstances.
7.10 VOTING — At all meetings of the Coalition each Voting Member shall have one (1) vote. A majority vote of those Voting Members present and voting shall govern. In the event of a tie, the Chairperson shall cast the deciding vote.
8 Board of Directors (Board)
8.1 BOARD OF DIRECTORS — The Board of Directors of the Coalition shall be composed of no less than 7 voting directors, and no more than voting 13 directors. The exact number of directors shall be fixed from time to time, within the limits set forth herein, by the Board of Directors.
8.2 COMPENSATION –– All members of the Board shall serve without compensation except where approved annually by the Board and provided for in the budget.
8.3 DUTIES OF THE BOARD –– The Board is charged with development of goals for the Coalition, and overseeing the operation of the Coalition with these Bylaws to ensure that the goals of the Coalition are being met. The Coalition shall be governed by, and all corporate powers exercised by or under the direction of the Board.
8.4 BOARD MEETINGS –– The Board may hold meetings as often and at such times and places as necessary or desirable. Meetings shall be held when called by the Chairperson. Meetings may be held in person, by conference telephone or via other on-line mediums as deemed acceptable by the Chair. An emergency meeting of the Board may be called by the CEO and also requested in writing by three (3) members of the Board. Any emergency meeting must be announced in writing to all Board members at least seventy-two (72) hours prior to the date of the meeting.
8.5 QUORUM ¬¬–– A quorum of the Board shall consist of a simple majority of all Directors, and a majority vote of the voting Directors shall be sufficient to approve any action or decision, except as otherwise set forth in these Bylaws.
8.6 FOUNDING DIRECTORS –– The Founding Directors shall be Mr. Jeffrey Burke, Ms. Jane Kinne and Mr. Jeff Sedlik. They may be reelected on the Board until such time as they resign.
8.7 TERM OF OFFICE –– Directors shall serve staggered terms of two years each, and the board shall make such efforts as may be necessary to ensure that approximately one-half of current appointed directors’ terms expire in any year
8.8 NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS–– The Board shall elect Directors and Officers in accordance with the following:
8.8.1 The Nominating Committee will be chaired by the Immediate Past Chair, or, in the absence of an Immediate Past Chair, the current Board Chair, or another Director that the Chair may appoint. Other members will include two (2) members to be elected annually by the Board.
8.8.2 In September, the Nominating Committee will solicit suggestions from the Board and the Membership for officers, including Chair, Vice Chair and Secretary, and for individuals to fill necessary Board positions for the upcoming fiscal year. The entire membership is to be notified of the opportunity to submit nominations. Such notification is to include specificity of the method(s) by which candidates may be nominated, and the deadline for such nominations
8.8.3 No later than the last business day of October, the Nominating Committee shall present to the Board and the Membership its slate of recommended Directors and Officers. This slate shall be composed of the names of members in good standing, duly considered and qualified to serve. The Nominating Committee shall give consideration to the member organizations represented, with the intent of electing of a Board that is representative of and appropriate to the Purposes of the Coalition.
8.8.4 No later than the last business day of November, the Board shall vote to elect Directors and Officers for the upcoming fiscal year. Directors and officers shall be elected by a majority vote of those Board members present, a quorum having been established. The Board shall vote first upon the each of the slate of nominees, individually, provided by the Nominating Committee. At the conclusion of voting upon nominated individuals, and in the event that any nominee does not receive a majority of votes cast, the Board shall consider and vote upon other qualified individuals that may be nominated by Directors of the Board
8.9 VACANCY –– Any vacancy in the position of Director may be filled by another qualified individual representing an appropriate organization for the duration of the previous Director’s term.
8.10 REMOVAL — The Board, by a two-thirds (2/3) majority vote of all of its Directors, may recommend to the Chairperson removal of any Director from the Board for cause. The Chairperson shall gather information and documentation concerning reasons for the proposed action, including any rebuttal information or documentation from the Director in question concerning reasons for the proposed action. The complainant(s) and Director in question shall both have the right to appear before a hearing of the Board to present arguments for and against removal. The Board shall decide by majority vote of all its members whether or not to remove of the Director. Such decision in the affirmative shall be immediate.
8.11 COMMITTEES –– The Board may, by resolution duly adopted under a quorum, establish from time to time, such committees as it may deem necessary to assist it in its work. The resolution establishing such committees shall state the purpose, time line and authority of each committee.
8.11.1 NOMINATING COMMITTEE –– There shall be a Nominating Committee, which shall prepare for the Board a list containing the names of active voting members, in good standing, to be elected as Officers and Board of Director members for the ensuing year.
8.11.2 FINANCIAL OVERSIGHT COMMITTEE –– There shall be a Financial Oversight Committee, which shall periodically review the accounts and expenses and cash flows of the Coalition, and shall report to the Board the findings of its reviews.
9 OFFICERS
9.1 ELECTION –– The officers of the Coalition shall be elected by the Board, and each shall hold office for two (2) year or until she/he shall resign, shall be removed or otherwise disqualified to serve, or until a successor shall be elected.
9.2 COMPOSITION –– The officers of the Coalition shall be a Chair, Vice Chair, Secretary and Immediate Past Chair. No one board member may hold more than one office at any given time.
9.3 RESPONSIBILITY AND DUTIES –– All Officers are subordinate and responsible to the Board and shall have duties as described in these bylaws or as outlined in the Board’s current Governing Policies.
9.3.1 DUTIES OF THE CHAIR –– The Chair of the Board shall preside at all meetings of the Board and all official meetings of the membership, and shall fulfill other responsibilities as may be designated from time to time by the Board. The Chair shall be an ex-officio member of all board committees.
9.3.2 DUTIES OF THE VICE CHAIR –– In the absence, disability or refusal to act by the Chair, the Vice Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.
9.3.3 DUTIES OF THE SECRETARY –– The Secretary shall keep or cause to be kept a book of minutes of all meetings of the Board. The Secretary shall also keep or cause to be kept membership records containing the name and address of each member’s main contact person and designated voting representative, and give or cause to be given the notices of regular and special meetings of the members as provided in these Bylaws. The Secretary shall perform or cause to be performed such other and further duties as may be required by law or as may be prescribed from time to time by the Board or these Bylaws.
9.3.4 DUTIES OF THE IMMEDIATE PAST CHAIR –– The Immediate Past Chair shall serve as Chair of the Nominating Committee.
9.4 ALLOWABLE EXPENSES –– Expenses made necessary in doing the business of the Coalition shall be reimbursed to authorized persons by the Coalition in accordance with established policy and as provided for in the annual budget. Authorized persons may include Officers, and others by special authorization.
10 CHIEF EXECUTIVE OFFICER (CEO)
10.1 EMPLOYMENT –– The Board shall employ a professional manager who will be known as the CEO, with such duties, for such a length of time, and at such compensation as may be determined by the Board.
10.2 DUTIES –– The CEO is the chief executive officer and chief financial officer of the Coalition, and shall administer its affairs in accordance with these Bylaws, the Boards’ Governing Policies, and employment contract as approved by the Board. The CEO shall work towards the furtherance of stated Board goals. She/he shall be empowered by the Board to undertake all necessary activities and efforts required to fulfill those goals, within the limits of these Bylaws, the Board’s Governing Policies and all applicable laws and civil codes. The CEO shall be accountable to the Board for the successful attainment of goals or lack thereof. The CEO shall be a non-voting, ex officio member of all board committees. The CEO shall be responsible for the employment of staff in a manner consistent with the Board Governing Policies. The CEO may establish committees comprised of members of the Coalition, its Board, his/her staff and/or other interested parties for purposes he/she may deem necessary or beneficial in the performance of his/her duties.
11 OPERATING PROCEDURES –– The Board may adopt operating procedures, which may not be in conflict with these Bylaws to govern its procedures. Such rules may be adopted or repealed by a majority vote of a fully comprised Board. Proposed operating procedures must be presented in writing to the Board not less than two weeks prior to its meeting.
12 FINANCE
12.1 FISCAL YEAR ––The fiscal year of the Coalition shall be the calendar year, January 1 to December 31.
12.2 ANNUAL BUDGET — Not less than sixty (60) days prior to the end of each fiscal year the Board shall adopt, upon the recommendation of the CEO, an annual operating budget for the next fiscal year covering all activities of the Coalition.
12.3 FINANCIAL REVIEW –– Within sixty (60) days following completion of the fiscal year the CEO shall furnish the Financial Oversight Committee of the Board with a financial report on the fiscal year just completed.
12.4 CALL FOR AUDIT — Upon signed written petition by not less than twenty percent (20%) of all eligible Voting Members, the Board shall cause a financial audit by an independent Certified Public Accounting firm to be conducted, with results reported to the membership of the Coalition. Said call for CPA audit shall occur no more than one (1) time per fiscal year.)
13 INDEMNIFICATION — Every member of the Board, Chairpersons of designated committees, employees and such others as specified from time to time by the Board, shall be indemnified by the Coalition against any and all expenses and liabilities including counsel fees, reasonably incurred or impose upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a member of the Board, Committee Chairperson or employees at the time such expenses are incurred, except in such cases wherein the Members of the Board, Committee Chairpersons or employees are adjudged guilty of willful misconduct, misfeasance, malfeasance or non-feasance in the performance of their duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
14 ANTITRUST POLICY
14.1 It is the policy of this Coalition to comply with all federal, state and local trade regulations and antitrust laws. Any activities of the Coalition or Coalition-related actions of its staff, Directors or Members which violate these regulations and laws are detrimental to the interests of the Coalition and are contrary to Coalition policy.
14.2 Officers, Directors, Members or employees who participate in conduct which the Board, by a 2/3 majority vote, determines to be contrary to the Coalition Antitrust Policy shall be subject to disciplinary measures, up to and including termination of membership or employment.
15 INCOME AND DISTRIBUTION –– No part of the net earnings of the Coalition shall inure to the benefit of any member, trustee, director, officer of the Coalition, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Coalition affecting one or more of its purposes), and no member, trustee, officer of the Coalition or any private individual shall be entitled to share in the distribution of any of the Corporate assets on dissolution of the Coalition.
16 DISTRIBUTION ON DISSOLUTION OR LIQUIDATION –– In the event of the liquidation or dissolution of the Coalition, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the assets of the corporation shall be distributed exclusively for the common business interests of the members or to organizations which are exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
17 AMENDMENTS TO THE BYLAWS
17.1 PROPOSING — Amendments to or a repeal of these Bylaws may be proposed by the Board on its own initiative or upon signed written petition by not less than twenty percent (20%) of the voting members in good standing of the Coalition. The Board shall present all such proposals to the Coalition with or without endorsement within thirty (30) days of receipt of the call for amendment or repeal. The Secretary shall notify the membership in writing of the proposed amendment(s), not less than fifteen (15) days before the ballot.
17.2 APPROVAL — The proposed amendment(s) shall be open for discussion for a period of not less than thirty (30) days but not more than sixty (60) days. Afterwards a ballot of the voting Members will be conducted. A positive vote by a two-thirds (2/3) majority of the entire membership shall be necessary to carry the amendment.
18 PARLIAMENTARY AUTHORITY –– THE STANDARD CODE OF PARLIAMENTARY PROCEDURE by Alice Sturgis shall serve as the Parliamentary reference to govern the proceedings for any or all matters of the Council, or its divisions or subgroups unless provided otherwise in the Council's documents or the law.
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