The IIA Content License for Standards Content and Software Developer Terms and Conditions

1. What is this about?

The IIA owns the standards content and trademarks provided (“Intellectual Property”); and you desire to obtain a license to use said Intellectual Property for the following purpose:

“Agreed Purpose”

• Reproduce, incorporate, display, and distribute Intellectual Property in Licensee’s product(s) and services (“Products”) for Licensee’s customers, contractors, agents, and representatives in accordance with The IIA’s brand guidance which may be amended at The IIA’s sole discretion
• Alter or adapt Works as necessary, but not in substance, to facilitate use of Works as part of the Products
• Incorporate into documents, webinars, client presentations, training materials, white papers, reports, or website as necessary to demonstrate, document relative to the Products.
• Make the Intellectual Property available in electronic form including via intranet or large language model (LLM) where such tools are not publicly available.
• Use the authorized licensee logo (“Authorized Licensee Logo”) during the Term to indicate Licensee has licensed the Intellectual Property.

2. What is in the License?

The IIA hereby grants you a non-exclusive, non-transferable, revocable license (“License”) to use the Intellectual Property for the Agreed Purpose, but only in a manner that complies with The IIA’s ethical standards.

You may use the License to:

• Reproduce the Intellectual Property in small quantities for your own non-commercial use internally
• Sublicense, distribute, or commercially exploit the Intellectual Property
• Modify or create derivative works based on the Intellectual Property
• Incorporate into marketing materials designed to be shared with the public for marketing purposes where there is not a fee to the user. Such uses may include but are not limited to:
  1. Thought papers
  2. Presentations
  3. Articles
  4. Advertising for permitted uses

You may not use the License to:

• Share, distribute, or make the Intellectual Property available as entire works to third parties without the appropriate IIA copyright statement.
• Use the Intellectual Property in any manner that is inconsistent with this Agreement.
• Imply any endorsement by The IIA of your products, services, or methods.
• Input, upload, or other submission of any IIA Intellectual Property into any generative AI, machine learning, or LLM platform (e.g., ChatGPT), without prior written authorization from The IIA.

You acknowledge that all ownership rights, title, and interest(“Rights”) in the Intellectual Property, including copyrights and trademarks, are and will remain with The IIA. You will not do anything to seek to contest or impugn The IIA’s Rights in any manner in any jurisdiction. You will promptly notify The IIA if you become aware of any violation of the Rights by a third party and you agree to cooperate with The IIA in defending The IIA’s Rights.

How long does the License last?

The term of the License begins on the Effective Date and expires one year from the date of purchase.

Other Legal Provisions

Confidentiality

Each party agrees to keep the terms of this Agreement confidential and to treat any non-public information received from the other as confidential information. Each party will protect the other’s confidential information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care. A party will only disclose the confidential information to its employees, consultants, and subcontractors who have a need to know it in order to perform their obligations pursuant under this Agreement.

Mutual Representations & Warranties

Each party warrants that: (i) it has full power and authority to enter into this Agreement and to perform the obligations set forth hereunder; and (ii) it will perform the obligations in conformance with all applicable local, state, and federal rules, regulations, and laws.

Indemnification

You agree to indemnify, defend, and hold The IIA harmless from and against any and all claims, liabilities, damages, or expenses (including reasonable attorney’s fees) arising out of or related to your breach of this Agreement, including any improper use of any IIA Intellectual Property.

Limitation of Liability

The IIA will not be liable for any indirect, incidental, special, or consequential damages arising out of or related to your use of The IIA's Intellectual Property, even if we have been advised of the possibility of such damages.

Governing Law

Any dispute between us will be governed by the laws of the state of New York, USA, in the federal courts of the Southern District of New York without regard to conflict of law principles. You understand money may not be an adequate remedy for your breach of this Agreement, so you agree that The IIA may seek an injunction against you from any court of competent jurisdiction and enforcement thereof, and that The IIA will also be entitled to any other available remedy under law. 

Survival

The provisions of this Section 5 will survive the expiration or other termination of this Agreement, however caused. 

Entire Agreement

This is the entire agreement between us, regardless of any other written or oral communications between us until the Effective Date.

Amendments

Any modifications to this Agreement must be made in writing and signed by both parties in order to be effective.