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Harmony HA-CLA-E-ANY
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Harmony HA-CLA-E-ANY
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Harmony (HA-CLA-E-ANY) Version 1.0 www.harmonyagreements.org
3D Repo Entity Contributor License Agreement Version 1.0
Thank you for your interest in contributing to software
projects managed by 3D Repo ("We" or "Us").
This contributor agreement ("Agreement") documents the
rights granted by contributors to Us. To make this document
effective, please sign it and send it to Us by email, following
the instructions at http://3drepo.org/contributions. This is
a legally binding document, so please read it carefully
before agreeing to it. The Agreement may cover more than
one software project managed by Us.
1. Definitions
"You" means any Legal Entity on behalf of whom a
Contribution has been received by Us. "Legal Entity" means
an entity which is not a natural person. "Affiliates" means
other Legal Entities that control, are controlled by, or under
common control with that Legal Entity. For the purposes of
this definition, "control" means (i) the power, direct or
indirect, to cause the direction or management of such
Legal Entity, whether by contract or otherwise, (ii)
ownership of fifty percent (50%) or more of the outstanding
shares or securities which vote to elect the management or
other persons who direct such Legal Entity or (iii) beneficial
ownership of such entity.
"Contribution" means any work of authorship that is
Submitted by You to Us in which You own or assert
ownership of the Copyright. If You do not own the Copyright
in the entire work of authorship, please follow the
instructions in http://3drepo.org/contributions.
"Copyright" means all rights protecting works of authorship
owned or controlled by You or Your Affiliates, including
copyright, moral and neighboring rights, as appropriate, for
the full term of their existence including any extensions by
You.
"Material" means the work of authorship which is made
available by Us to third parties. When this Agreement covers
more than one software project, the Material means the
work of authorship to which the Contribution was
Submitted. After You Submit the Contribution, it may be
included in the Material.
"Submit" means any form of electronic, verbal, or written
communication sent to Us or our representatives, including
but not limited to electronic mailing lists, source code
control systems, and issue tracking systems that are
managed by, or on behalf of, Us for the purpose of
discussing and improving the Material, but excluding
communication that is conspicuously marked or otherwise
designated in writing by You as "Not a Contribution".
"Submission Date" means the date on which You Submit a
Contribution to Us.
"Effective Date" means the date You execute this
Agreement or the date You first Submit a Contribution to
Us, whichever is earlier.
"Media" means any portion of a Contribution which is not
software.
2. Grant of Rights
2.1 Copyright License
(a) You retain ownership of the Copyright in Your
Contribution and have the same rights to use or license the
Contribution which You would have had without entering
into the Agreement.
(b) To the maximum extent permitted by the relevant law,
You grant to Us a perpetual, worldwide, non-exclusive,
transferable, royalty-free, irrevocable license under the
Copyright covering the Contribution, with the right to
sublicense such rights through multiple tiers of
sublicensees, to reproduce, modify, display, perform and
distribute the Contribution as part of the Material; provided
that this license is conditioned upon compliance with
Section 2.3.
2.2 Patent License
For patent claims including, without limitation, method,
process, and apparatus claims which You or Your Affiliates
own, control or have the right to grant, now or in the future,
You grant to Us a perpetual, worldwide, non-exclusive,
transferable, royalty-free, irrevocable patent license, with
the right to sublicense these rights to multiple tiers of
sublicensees, to make, have made, use, sell, offer for sale,
import and otherwise transfer the Contribution and the
Contribution in combination with the Material (and portions
of such combination). This license is granted only to the
extent that the exercise of the licensed rights infringes such
patent claims; and provided that this license is conditioned
upon compliance with Section 2.3.
2.3 Outbound License
Based on the grant of rights in Sections 2.1 and 2.2, if We
include Your Contribution in a Material, We may license the
Contribution under any license, including copyleft,
permissive, commercial, or proprietary licenses. As a
condition on the exercise of this right, We agree to also
license the Contribution under the terms of the license or
licenses which We are using for the Material on the
Submission Date.
2.4 Moral Rights
If moral rights apply to the Contribution, to the maximum
extent permitted by law, You waive and agree not to assert
such moral rights against Us or our successors in interest, or
any of our licensees, either direct or indirect.
2.5 Our Rights
You acknowledge that We are not obligated to use Your
Contribution as part of the Material and may decide to
include any Contribution We consider appropriate.
2.6 Reservation of Rights
Any rights not expressly licensed under this section are
expressly reserved by You.
3. Agreement
You confirm that:
(a) You have the legal authority to enter into this
Agreement.
(b) You or Your Affiliates own the Copyright and patent
claims covering the Contribution which are required to grant
the rights under Section 2.
(c) The grant of rights under Section 2 does not violate any
grant of rights which You or Your Affiliates have made to
third parties.
(d) You have followed the instructions in
http://3drepo.org/contributions, if You do not own the
Copyright in the entire work of authorship Submitted.
4. Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE
CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY,
ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY
YOU TO US. TO THE EXTENT THAT ANY SUCH WARRANTIES
CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN
DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
5. Consequential Damage Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL YOU BE LIABLE FOR ANY LOSS OF
PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND
EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE
CLAIM IS BASED.
6. Miscellaneous
6.1 This Agreement will be governed by and construed in
accordance with the laws of England excluding its conflicts
of law provisions. Under certain circumstances, the
governing law in this section might be superseded by the
United Nations Convention on Contracts for the
International Sale of Goods ("UN Convention") and the
parties intend to avoid the application of the UN Convention
to this Agreement and, thus, exclude the application of the
UN Convention in its entirety to this Agreement.
6.2 This Agreement sets out the entire agreement between
You and Us for Your Contributions to Us and overrides all
other agreements or understandings.
6.3 If You or We assign the rights or obligations received
through this Agreement to a third party, as a condition of
the assignment, that third party must agree in writing to
abide by all the rights and obligations in the Agreement.
6.4 The failure of either party to require performance by the
other party of any provision of this Agreement in one
situation shall not affect the right of a party to require such
performance at any time in the future. A waiver of
performance under a provision in one situation shall not be
considered a waiver of the performance of the provision in
the future or a waiver of the provision in its entirety.
6.5 If any provision of this Agreement is found void and
unenforceable, such provision will be replaced to the extent
possible with a provision that comes closest to the meaning
of the original provision and which is enforceable. The
terms and conditions set forth in this Agreement shall apply
notwithstanding any failure of essential purpose of this
Agreement or any limited remedy to the maximum extent
possible under law.
You
Name
Title
Address
Us
Name
3D Repo Limited
Address
c/o EIT Digital
Centre House Block C
56 Wood Lane
W12 7SB London
United Kingdom