Information about http://simplaylabs.com/documents/SimplayAgreement.pdf
Simplay HDTM Testing Program Agreement Simplay…
Tags: appendix, company markets, contact person, digital content, general terms and conditions, interoperability, marketing service, membership level, person information, specification conformance, subsidiaries, test results, verification services, warranty,Pages: 9
Language: english
Created: Fri May 2 15:47:23 2008
Display cached document
Page 1
Page 2
Page 3
Page 4
Page 5
Page 6
Page 7
Page 8
Page 9
Simplay HDTM Testing Program Agreement
Simplay Labs, LLC (hereinafter "Company") and ___________________________
located at _____________________________________________________________
(hereinafter "You") hereby enter into this Testing Program Agreement ("Agreement").
Your Contact Person Information:
Name:
Title:
Phone:
Email:
Fax:
Membership Level:
Agreed:
Simplay Labs, LLC You:
By: By:
Title: Title:
Date: Date:
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 1
PROGRAM GENERAL TERMS AND CONDITIONS You are solely responsible for the performance, functionality,
interoperability and specification conformance of Your
Simplay Labs, LLC (hereinafter "Company") markets the products and components, including Verified Components,
various testing, marketing, service and membership and for all technical and customer support related to Verified
programs ("Programs") set forth in Appendix A. You and Components and Your other products, components and
Your affiliates and subsidiaries agree to the following terms services. The testing and verification services provided by
and conditions in connection with the Program(s) selected by Company are provided by Company are provided strictly "AS
You. IS" and without warranty or representation of any kind.
Company shall have the right to disclose all test results and
related information to HDMI Licensing, LLC, Digital Content
1. Testing and Program Policies and Procedures Protection, LLC and any other specification licensing,
Company's then current policies and procedures shall apply standards or compliance body.
to Company's testing, service and membership programs,
and You shall comply with such policies and procedures.
Schedule times are not guaranteed. Company shall incur no 4. Prices and Payment
liability for failure to comply with a testing schedule,. Only
components that successfully pass the then current Program Program Pricing and current applicable fees are provided in
tests and specifications and are verified by Company Appendix A. Company's then current fees for Program
(hereinafter "Verified Components") may use the then membership and services shall apply to all Your orders. You
current Program trademarks/logos (hereinafter are responsible for all logistics activity to and from Company,
"Trademarks"). Company and others permitted by Company including customs clearance and applicable taxes, duties,
who adhere to the requirements of this Agreement may customs fees, shipping, transportation and other charges
publish a list of Verified Components. By default, each model that arise as a result of Your order. You agree to ship
number and/or SKU must pass the Program tests and be inbound shipments DDP Company (Incoterms 2000), and
verified by Company before it can be a Verified Component. agree that any item returned to You by Company will be
You may petition to have one submission device be a shipped Ex-Works Company (Incoterms 2000). Such
representative submission of a group of devices and have charges, when applicable, will appear as separate additional
the Program testing results of the submitted device applied items on the invoice or otherwise will be charged separately.
towards other devices in the group. Please note that all All fees (including without limitation annual membership fees
devices of the group must have identical hardware and and fees for services) shall be paid by You within thirty (30)
software related to the HDMI/HDCP data transport function. days of the invoice date for such fees. All fees are non-
Such petition may be issued by providing a written refundable. You shall pay interest at the rate of the lower of
description of the distinctions between the representative 1.0% per month or the maximum rate permitted by law on all
submission and the corresponding functionally identical overdue amounts. Amounts due shall not be subject to any
devices. Company may, at its discretion, then grant set-off. Without limitation of any other remedy at law or
permission to allow the test results of the submission device equity, Company reserves the right to suspend and cancel
to be applied towards the other identical devices. Your orders (including services and membership) if You fail
to pay invoiced amounts when due.
If the hardware, firmware and/or software of any model
number and/or SKU changes, then You must re-submit such
component for testing and such component must 5. Ownership
successfully pass the then current Program tests and
specifications in order for You to continue to use the (a) Company is a wholly-owned subsidiary of Silicon Image,
Trademarks in connection with such component. If such Inc. (hereinafter "Silicon Image"). You agree that all right,
component does not successfully pass the then current title and interest (including without limitation all intellectual
Program tests and specifications, You must discontinue use property) in and relating to the test processes, test
of the Trademarks with respect to such component. specifications, test results, tests, services, and all other
ideas, information, materials, inventions, know-how, designs,
Company shall have the right to purchase and test Your discoveries, inventions, works of authorship, software,
commercially available components to determine compliance hardware, firmware and other products, manufactured
with this Agreement and the Program tests and semiconductor devices, computer programs, procedures,
specifications and to enforce this Agreement. improvements, developments, drawings, notes, and
documents provided to You is wholly owned by Company
and/or Company's affiliates and subsidiaries and all
2. Maintenance of Verified Components at Company improvements, modifications and derivative works thereof,
Site are solely owned by Company and/or Company's affiliates
and subsidiaries.
You agree to continuously maintain at Company's site, at no
cost to Company, one working unit of each non-connector
Verified Component and three working units of each
connector Verified Component. Company may use the units (b) During the Term of this Agreement, You are granted a
to conduct further testing, including interoperability testing limited, non-exclusive, non-transferable, non-sublicensable
with other Verified Components. license to use the test specifications and all other materials
and information provided to You by Company and/or
Company's affiliates and subsidiaries for the sole purpose of
attempting to obtain positive test results and verification in
3. Responsibility for Component Performance and the Programs. You may not use the test specifications and
Interoperability
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 2
related materials and information for any other purpose or including without limitation the right to sublicense these
any purpose detrimental to Company or Silicon Image. No rights through multiple tiers.
other rights or license, express or implied, are granted. All
specifications and related non-public information and 8. Disclaimer of Warranties
materials are confidential and proprietary information and ALL TRADEMARKS, SERVICES, SPECIFICATIONS,
materials of Company and/or Company's affiliates and INFORMATION, MATERIALS AND ALL OTHER ITEMS
subsidiaries. You and Your affiliates and subsidiaries shall PROVIDED BY COMPANY AND/OR COMPANY'S
not disclose such specifications, information and materials AFFILIATES AND SUBSIDIARIES ARE PROVIDED "AS IS"
(or any other non-public item disclosed to You by Company AND WITHOUT ANY WARRANTIES OR
and/or Company's affiliates and subsidiaries) to any third REPRESENTATIONS OF ANY KIND. ALL WARRANTIES
party. (EXPRESS, IMPLIED AND STATUTORY), INCLUDING
6. Your Use of Company Trademarks WITHOUT LIMITATION WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR
You agree that all Company Trademarks are solely owned PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY
by Company and/or Company's affiliates and subsidiaries. RIGHTS, ARE HEREBY EXPRESSLY DISCLAIMED.
All use of any Trademark must comply with Company's then COMPANY AND SILICON IMAGE HEREBY FURTHER
current Trademark Usage Guidelines. All use of any ESPRESSLY DISCLAIM ALL WARRANTIES WITH
Trademark shall be on a revocable, non-exclusive, non- RESPECT TO ANY VERIFICATION AND TESTING
transferable, non-sublicenseable basis and only for the SERVICES PROVIDED AND WITH RESPECT TO THE
limited purposes and time periods specified by Company. INTEROPERABILITY, PERFORMANCE, FUNCTIONALITY,
You acknowledge and agree that Company and/or RELIABILITY AND SECURITY OF ANY PRODUCT,
Company's affiliates and subsidiaries owns the Trademarks COMPONENT, SPECIFICATION AND SERVICE.
and that any and all goodwill and other proprietary rights that
are created by or that result from Your use of the 9. Limitation of Liability
Trademarks inure solely to the benefit of Company and/or TO THE MAXIMUM EXTENT PERMITTED BY
Company's affiliates and subsidiaries. You shall at no time APPLICABLE LAW, IN NO EVENT SHALL COMPANY
contest or aid in contesting the validity or ownership of any AND/OR COMPANY'S AFFILIATES AND SUBSIDIARIES
Trademark or take any action in derogation of Company BE LIABLE FOR COST OF PROCUREMENT OF
and/or Company's affiliates and subsidiaries rights therein, SUBSTITUTE PRODUCTS OR SERVICES, LOST
including, without limitation, applying to register any PROFITS, LOST DATA, THIRD PARTY CLAIMS, OR ANY
trademark, trade name or other designation that is SPECIAL, INDIRECT, RELIANCE, CONSEQUENTIAL,
confusingly similar to any Trademark. Upon request, You EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES,
shall at Your cost provide samples of Your products and HOWEVER CAUSED AND ON ANY THEORY OF
Company Trademark usage to Company and/or Company's LIABILITY, EVEN IF INFORMED IN ADVANCE OF THE
affiliates and subsidiaries for the purpose of allowing POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM
Company and/or Company's affiliates and subsidiaries to EXTENT PERMITTED BY APPLICABLE LAW, THE
monitor the quality of Your products, and Your use of the AGGREGATE CUMULATIVE LIABILITY OF COMPANY
Company Trademarks and compliance with these terms and AND/OR COMPANY'S AFFILIATES AND SUBSIDIARIES
conditions. If at any time You acquire any rights in, or FOR ALL CLAIMS (WHETHER UNDER CONTRACT, TORT,
trademark registrations or applications for, the Company STATUTE OR OTHERWISE) ARISING FROM OR
Trademarks or any other mark similar thereto, by operation RELATED TO THIS AGREEMENT SHALL NOT EXCEED
of law or otherwise in any country or jurisdiction, You will THE AMOUNT, IF ANY, PAID BY YOU FOR THE
immediately notify Company and/or Company's affiliates and PROGRAM, INFORMATION, MATERIALS, PRODUCTS
subsidiaries and, at Your expense and no cost to Company AND/OR SERVICES AT ISSUE. YOU AGREE THAT SUCH
and/or Company's affiliates and subsidiaries, assign such AMOUNT IS SUFFICIENT TO SATISFY THE ESSENTIAL
rights, registrations, or applications to Company and/or PURPOSE OF THIS AGREEMENT AND THAT SUCH A
Company's affiliates and subsidiaries, along with any and all LIABILITY IS A FAIR AND REASONABLE ESTIMATE OF
associated goodwill. ANY LOSS AND DAMAGE THAT MAY BE CAUSED BY
7. Feedback from You COMPANY AND/OR COMPANY'S AFFILIATES AND
SUBSIDIARIES. THE PRICE OF THE PROGRAMS,
You and Your affiliates and subsidiaries may from time to MATERIALS, PRODUCTS AND SERVICES PROVIDED
time provide feedback to Company related to the Programs REFLECT THIS ALLOCATION OF RISK AND YOU AGREE
and the tests, services, specifications, products, information THAT THE FOREGOING DISCLAIMERS AND
and materials provided by Company and/or Company's LIMITATIONS OF LIABILITY FORM AN ESSENTIAL
affiliates and subsidiaries. Such feedback shall include, ELEMENT OF THIS AGREEMENT, WITHOUT WHICH
without limitation, modifications, additions, fixes, COMPANY WOULD NOT HAVE ENTERED INTO THIS
improvements, enhancements, applications, test results, AGREEMENT. IN THE EVENT THAT ANY OF THE ABOVE
specifications, procedures, information, materials, DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE
suggestions, ideas, inventions, concepts, know-how, HELD NOT TO APPLY, THE LIABILITY OF YOU,
techniques, data, translations, developments and COMPANY AND COMPANY'S AFFILIATES AND
discoveries (collectively "Feedback"). You and Your affiliates SUBSIDIARIES SHALL BE LIMITED TO THE GREATEST
and subsidiaries grant Company and/or Company's affiliates EXTENT PERMITTED BY APPLICABLE LAW.
and subsidiaries a royalty-free, worldwide, non-exclusive,
perpetual and irrevocable license to copy, modify, perform, 10. Term
display, distribute, disclose, create and distribute derivative The term of this Agreement is one year. This Agreement
works of, and otherwise use and dispose of such Feedback, may be renewed upon written agreement of the parties. This
and to make, have made, use, sell, offer to sell, import and Agreement is not evergreen nor of indefinite duration.
otherwise exploit any implementation of such Feedback, Company reserves the right to discontinue any and all
Company programs at any time. The provisions in this
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 3
Agreement related to ownership, feedback, disclaimer of Agreement shall not be effective unless made in writing and
warranties, limitation of liability, jurisdiction, venue and signed by the waiving party and shall not be construed to be
indemnification shall survive any termination or expiration of a waiver of any succeeding breach thereof or of any
this Agreement. covenant herein contained.
11. Jurisdiction, Venue, Assignment 14. No Agency
This Agreement shall be governed by and construed in The parties hereby acknowledge and agree that they are not
accordance with the laws of the State of California without in a partnership, franchise, joint venture, agency,
regard to or application of conflicts of law rules or principles. employment or similar relationship. Neither party may bind
The United Nations Convention on Contracts for the the other party nor act in any manner that expresses or
International Sale of Goods and any other similar convention implies a relationship other than that of two independent
shall not apply. With respect to any legal action relating to parties. Company is performing services as an independent
this Agreement or its subject matter, You hereby irrevocably contractor.
consent to the exclusive jurisdiction and venue of the state
and federal courts of the Northern District of California, 15. Export
U.S.A. Company and Company's affiliates and subsidiaries You are responsible for all freight, duty, tax and customs
reserves the right to bring an action in any jurisdiction to clearance related charges. International shipments for items
enforce this Agreement or its intellectual property rights. to be tested by Company must be sent Deliver Duty Paid
You may not assign this Agreement nor Your participation in (DDP) Company (Incoterms 2000). Neither Company nor
the Program. Silicon Image will not act as the Importer of Record for
12. Indemnification Obligations testing program shipments that are imported into the U.S.
You are responsible for any violation of these terms and 16. Silicon Image, Inc is Third Party Beneficiary
conditions by Your affiliates and subsidiaries as though You Silicon Image is a third party beneficiary of this Agreement.
committed such violation. You agree that Your, or Your You agree that Silicon Image Inc. is entitled (by itself, jointly
subsidiaries' or affiliates', violation or threatened violation of with Company or otherwise) to enforce all of the provisions
these terms and conditions will cause the Company and of this Agreement against You and Your affiliates and
Company's affiliates and subsidiaries to suffer irreparable subsidiaries.
harm and agree that Company and Company's affiliates and
subsidiaries will therefore be entitled to injunctive and other 17. Complete Understanding
equitable relief to enforce this Agreement. You and Your
affiliates and subsidiaries are solely responsible for any This Agreement is the complete and exclusive agreement
products and services sold by You and for any obligations to between You and Company with respect to the Program and
Your customers. You agree to indemnify, defend and hold supersedes all previous and contemporaneous
Company and Company's affiliates and subsidiaries communications, written or oral, with respect to the Program.
harmless against all claims, loss, liability, damages and Company may change these General Terms and Conditions
expenses (including attorneys' fees) arising from and/or without notice and such changes shall be binding upon You
related to the products and services sold by You and/or Your and Your affiliates and subsidiaries. However, if such
representations and /or obligations to Your customers (each, changes are material, You may terminate the Agreement
a "Claim"). and Your involvement in the Program upon 60 days' prior
written notice to Company. Except as so noted, this
13. Waiver Agreement may not be modified or superseded except by a
fully executed written amendment by You and Company or
No failure of either party to exercise or enforce its rights by Your electronic acceptance of a further standard-form
under this Agreement will act as a waiver of those rights. A Company agreement.
waiver by either of the parties hereto of any of the covenants
to be performed by the other party or any breach of this
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 4
TRADEMARK USAGE GUIDELINES panel of Your package (e.g., carton). The Logo should never
be obstructed by another label or sticker. The Logo should
With respect to the Program Trademarks ("Trademarks") and be printed directly onto product packaging or placed securely
Logo ("Logo"), You must comply with Company's then on the package using a label or sticker.
current Trademark Usage Guidelines ("Guidelines") at all
times. Company may update the Guidelines at any time and Web Pages
without notice to You. Please see Company's website for When used on a web site or web page, the Logo may be
any updates to the Guidelines. placed only next to Verified Components. On launch buttons,
the minimum mark size is 50 pixels wide x 27 pixels high.
Use of the Logo and Trademarks Advertisement, Direct Mail, Collateral and Documentation
When used in advertisements, direct mail, collateral or
documentation, the Logo may be used only to refer to
The Trademarks and Logo may be used by You only with
Verified Components.
respect to components that successfully pass the then
current Program tests and specifications and are verified by
Where Not to Use the Trademarks and Logo
Company (hereinafter "Verified Components"). The Logo
and Trademarks and any variations thereof may not appear
on, or in connection with any component or product that is The Logo and Trademarks and any variations thereof may
not a Verified Component. never be incorporated as part of the name of a component,
product or service.
The Guidelines incorporate and include the SimplayTM Style
Guide, which is available on Company's website The Logo and Trademarks and any variations thereof may
http://www.simplayhd.com/documents/ never appear on any materials that disparage other products,
simplay_styleguide.pdf . You must comply that infringe the intellectual property or other rights of any
party, or that violate any state, federal, local or international
with the Simplay Style Guide. The Simplay Style Guide
law or regulation.
discusses the parameters for correct color, font, minimum
size and clearance area for the Logo. You may not alter the
Referencing the Trademarks and Logo in Text
Logo (alteration includes outlining, rotating, skewing,
stretching, changing the colors or reproducing the mark
three-dimensionally), or add a drop-shadow or texture fill to In text You may refer to Verified Components as "Simplay
any element of the Logo. HDTM verified." On all such materials, the name of Your
company, product and services must appear more
The Trademarks and Logo must always be used with a TM or prominently than that of the Logo and Trademarks and
® as indicated by the Guidelines. should be visually distinguished from the Logo and
Trademarks by putting such names in a different font or color,
Placement Guidelines and on a different line. You must avoid any implication that
Your product, service or component is manufactured or
supported by Company, Company's affiliates and
The following are specific placement guidelines:
subsidiaries or any other member in the Program.
Hardware
Some usage examples follow:
When placed upon hardware, the Logo should be placed on
the front-viewing plane of a product (in the case of a
Do say: "XYZ is Simplay HDTM verified"
television, set-top box, DVD player, A/V receiver, projector,
computer, or monitor) or on the top of a product (in the case
Do not say: "XYZ or XYZ's Simplay HD product"
of a cable or connector). Do not place the Logo on the
bottom, top or sides of the product or on any peripheral
Trademark Notices
components. However, the Logo may be placed on Verified
Components that are connectors and cables. The Logo Include the following notice on all marketing materials, such
should never be obstructed by other labels or stickers. The as brochures, manuals, collateral, advertising, product fliers,
Logo should be printed directly onto the end-user product etc.:
using conventional methods such as silk-screening, pad
printing or molded in, or placed securely on the product "The Simplay HDTM logo and the `SimplayTM,' `Simplay HDTM'
using a label or sticker. and `Simplay LabsTM' trademarks are owned by Silicon
Image, Inc. and are used under license from Silicon Image,
Packaging Inc. and/or Simplay Labs, LLC"
When used on external packaging (cardboard, paper or
plastic), place the Logo on the front, rear, side or top-viewing
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 5
Appendix A
Membership Levels and Fee Schedule
Single Standard Test
You agree:
- to participate in a Single Standard Test by submitting a component for testing, or
receive other services and paying testing and service fees on a per order basis in
accordance with Company's then current pricing and fee schedule; and
- that Company may use Your logos and trademarks on Company's website, collateral
and other marketing media (in accordance with Your then current trademark usage
guidelines) for the purpose of promoting Your Testing and Company's programs; and
- Company will promote Your participation and each component that successfully passes
the required Program Tests and is verified by Company ("Verified Components"), on its
website and through other means.
- For each component that successfully passes the required Program Tests and is verified
by Company ("Verified Components"), You may display the then current Program
Trademark/Logo(s) on one (1) or more of the following locations in accordance with
Company's then current Trademark Usage Guidelines: (i) on the Verified Component's
documentation and user manuals; (ii) on tangible marketing collateral featuring the
Verified Component, including advertisements and datasheets; (iii) on the external
surface of the Verified Component, and/or (iv) on the external packaging of the Verified
Component.
The current fees for the Single Standard Test are as described in the section "Standard Testing
Fee Schedule".
Preferred Member Testing Program
You agree:
- to pay an annual membership fee in accordance with Company's current pricing and fee
schedules, and to participate in the Program by submitting components for testing and
paying testing and service fees on a per order basis in accordance with Company's then
current pricing and fee schedules; and
- that Company may use Your logos and trademarks on Company's website, collateral
and other marketing media (in accordance with Your then current trademark usage
guidelines) for the purpose of promoting Your membership in the Program and
Company's programs; and
- Company will promote Your participation in the Program and each component that
successfully passes the required Program Tests and is verified by Company ("Verified
Components"), on its website and through other means; and
- For each component that successfully passes the required Program Tests and is verified
by Company ("Verified Components"), You must display the then current Program
Trademark/Logo(s) on two (2) or more of the following locations (the particular locations
to be determined by You) in accordance with Company's then current Trademark Usage
Guidelines: (i) on the Verified Component's documentation and user manuals; (ii) on
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 6
tangible marketing collateral featuring the Verified Component, including advertisements
and datasheets; (iii) on the external surface of the Verified Component, and/or (iv) on the
external packaging of the Verified Component.
The fees for the Preferred Member Testing Program are:
- Annual membership fee: $40,000.
- You are entitled to three (3) components to be tested without charge during the
membership period.
- The fee for the testing of each component after the first three components during the
membership period will be discounted by 25% off the standard testing fees described in
Section "Standard Testing Fee Schedule".
- You will be entitled to consulting services at a discounted rate of $350 per hour.
Elite Membership Testing Program
You agree:
- to pay an annual membership fee in accordance with Company's then current pricing
and fee schedules, and to participate in the Program by submitting components for
testing and paying testing and service fees on a per order basis in accordance with
Company's then current pricing and fee schedules, and
- that Company may use Your logos and trademarks on Company's website, collateral
and other marketing media (in accordance with Your then current trademark usage
guidelines) for the purpose of promoting Your membership in the Program and
Company's programs; and
- Company will promote Your participation in the Program and each component that
successfully passes the required Program Tests and is verified by Company ("Verified
Components"), on its website and through other means; and
- For each component that successfully passes the required Program Tests and is verified
by Company ("Verified Components"), You must display the then current Program
Trademark/Logo(s) on two (2) or more of the following locations (the particular locations
to be determined by You) in accordance with Company's then current Trademark Usage
Guidelines: (i) on the Verified Component's documentation and user manuals; (ii) on
tangible marketing collateral featuring the Verified Component, including advertisements
and datasheets; (iii) on the external surface of the Verified Component, and/or (iv) on the
external packaging of the Verified Component.
The fees for the Elite Membership Testing Program are:
- Annual membership fee: $75,000.
- You will be entitled to six (6) components to be tested without charge during the
membership period.
- The fee for the testing of each component after the first six components during the
membership period will be discounted by 50% off the standard testing fees described in
Section "Standard Testing Fee Schedule".
- You will be entitled to purchase Testing products offered for sale by the Company at a
discounted rate of 25% off the then current standard price.
- You will be entitled to consulting services at a discounted rate of $250 per hour
Cable Preferred Membership Testing Program
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 7
You agree:
- to pay an annual membership fee in accordance with Company's then current pricing
and fee schedules, and to participate in the Program by submitting cable components for
testing and paying testing and service fees on a per order basis in accordance with
Company's then current pricing and fee schedules, and
- that Company may use Your logos and trademarks on Company's website, collateral
and other marketing media (in accordance with Your then current trademark usage
guidelines) for the purpose of promoting Your membership in the Program and
Company's programs; and
- Company will promote Your participation in the Program and each cable component that
successfully passes the required Program Tests and is verified by Company ("Verified
Components"), on its website and through other means; and
- For each cable component that successfully passes the required Program Tests and is
verified by Company ("Verified Components"), You must display the then current
Program Trademark/Logo(s) on two (2) or more of the following locations (the particular
locations to be determined by You) in accordance with Company's then current
Trademark Usage Guidelines: (i) on the Verified Component's documentation and user
manuals; (ii) on tangible marketing collateral featuring the Verified Component, including
advertisements, web pages, datasheets, etc.; (iii) on the external surface of the Verified
Component, and/or (iv) on the external packaging of the Verified Component.
The fees for the Cable Preferred Membership Testing Program are:
- Annual membership fee: $7,500.
- You will be entitled to one (1) cable component to be tested without charge during the
membership period.
- The fee for the testing of each cable component after the first cable component during
the membership period will be discounted by 25% off the standard testing fees described
in Section "Standard Testing Fee Schedule".
Cable Elite Membership Testing Program
You agree:
- to pay an annual membership fee in accordance with Company's then current pricing
and fee schedules, and to participate in the Program by submitting cable components for
testing and paying testing and service fees on a per order basis in accordance with
Company's then current pricing and fee schedules, and
- that Company may use Your logos and trademarks on Company's website, collateral
and other marketing media (in accordance with Your then current trademark usage
guidelines) for the purpose of promoting Your membership in the Program and
Company's programs; and
- Company will promote Your participation in the Program and each cable component that
successfully passes the required Program Tests and is verified by Company ("Verified
Components"), on its website and through other means; and
- For each cable component that successfully passes the required Program Tests and is
verified by Company ("Verified Components"), You must display the then current
Program Trademark/Logo(s) on two (2) or more of the following locations (the particular
locations to be determined by You) in accordance with Company's then current
Trademark Usage Guidelines: (i) on the Verified Component's documentation and user
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 8
manuals; (ii) on tangible marketing collateral featuring the Verified Component, including
advertisements, web pages, datasheets, etc.; (iii) on the external surface of the Verified
Component, and/or (iv) on the external packaging of the Verified Component.
The fees for the Cable Elite Membership Testing Program are:
- Annual membership fee: $10,000.
- You will be entitled to three (3) cable components to be tested without charge during the
membership period.
- The fee for the testing of each cable component after the first three cable components
during the membership period will be discounted by 50% off the standard testing fees
described in Section "Standard Testing Fee Schedule".
Standard Testing Fee Schedule
The current testing fee schedule is as follows:
- Simplay HD Source Device Compliance Test: $15,000
- Simplay HD Source Device additional Output: $5,000
- Simplay HD Source Device Resubmission: $7,500
- Simplay HD Sink Device Compliance Test: $15,000
- Simplay HD Sink Device Additional Input: $5,000
- Simplay HD Sink Device Resubmission: $7,500
- Simplay HD Repeater Device Compliance Test: $12,000
- Simplay HD Repeater Device Additional Input: $5,000
- Simplay HD Repeater Device Additional Output: $5,000
- Simplay HD Repeater Device Resubmission: $6,000
- Simplay HD Cable Compliance Test: $5,000
- Simplay HD Cable Resubmission: $2,500
- Simplay Consulting Services: $500/hour
- Simplay HD (Sink, Source,Repeater) Family model Additions: $250/model#
- Simplay HD HD (Cable/Switch) Family model Additions: $250/ sku#
(No discounts are applicable to Family model Additions)
All content © copyright 2006 Simplay Labs, LLC. All rights reserved. 9