This Contributor Assignment and License Grant("Agreement") outlines the terms under which Contributions may be made by the Contributor (“You” or “Your”)and MERCENARIES.AI PTE. LTD. (“Mercenaries” or "Mercenaries.ai").
This Agreement exclusively governs Contributions made to the Core Product and Core Extensions associated with Omnitool.ai. Contributions will be made publicly available under the terms of the GNU Affero General Public License version 3 (AGPLv3), as detailed in the License.md file. A commercial license option from Mercenaries.ai is anticipated to be made available under a dual-licensing model.
Please note that this Agreement does not apply to Non-Core Extensions, which are governed by their separate terms and conditions as specified in the respective extensions or projects.
Mercenaries or Mercenaries.ai: Refers to the entity managing this Agreement and the Core Product, including its successors, assigns, and affiliates. For this Agreement, successors and assigns shall include, but not be limited to, any corporate entity that acquires all or substantially all of the assets or business of Mercenaries.ai, any corporate entity into which Mercenaries.ai may be merged or consolidated, and any corporate entity under common control with Mercenaries.ai. Additionally, this definition encompasses any entity or organization, for-profit or non-profit, to which Mercenaries.ai transfers its rights and obligations under this Agreement. Omnitool.ai refers to the software project managed, owned, or operated by Mercenaries.ai with genesis in the current repository found at github.com/omnitool-ai, irrespective of any future branding, trademark changes, or repository locations.
**"Core Product"**is defined as the code and assets integral to the functionality, operability, or user experience of Omnitool.ai, as identified by Mercenaries.ai as “Core” in official documentation, repositories, or other authoritative communications. This encompasses, but is not limited to, source code, binary code, associated libraries, data sets, APIs, documentation, user interfaces, graphics, designs, algorithms, and other components. The Core Product includes updates, upgrades, patches, revisions, and associated intellectual property rights.
**“Core Extensions”**are any extension, plugin, or add-on integral to the functionality, operability, or user experience of Omnitool.ai, as identified by Mercenaries.ai as “Core” in official documentation, repositories, or other authoritative communications. This encompasses, but is not limited to, source code, binary code, associated libraries, data sets, APIs, documentation, user interfaces, graphics, designs, algorithms, and other components. Core Extensions include updates, upgrades, patches, revisions, and associated intellectual property rights. For this Agreement, "integral" refers to any components, features, or elements essential for the basic functioning or usability of Omnitool.ai as reasonably determined by Mercenaries.ai.
Non-Core Extensions: Refers to any extensions, plugins, or add-ons developed or managed by third parties that are not integral to the basic functionality, operability, or user experience of Omnitool.ai. Non-Core Extensions are subject to licensing and contributor terms specified by those individual projects or extensions.
Contributor, You, Your: The individual or entity contributing to the Core Product or Core Extensions as defined herein. Contributions: Any modifications, enhancements, algorithms, data sets, ideas, feedback, or additions related to the Core Product or Core Extensions that you Submit to Omnitool.ai. This encompasses source code, binary code, documentation, design elements, algorithms, feature requests, issue reports, and any other materials or intellectual property that can be used to improve, expand, or maintain the Core Product or Core Extensions. Submit: Any act of transmitting, sharing, or otherwise making available Contributions to Omnitool.ai, whether through pull requests, merge requests, issue tracking systems, emails, code, repositories, data sets, documentation, or any other communication channels or platforms recognized by Mercenaries.ai for such purposes.
Effective Date: The date You execute this Agreement or the date You first Submit a Contribution to Us, whichever is earlier. This is the date this Agreement takes legal effect.
Mercenaries.ai manages the Core Product and Core Extensions for this project under a dual licensing model, incorporating the AGPL for the open-source license while leaving open the option for future commercial licensing. This approach aims to foster innovation and adoption within open-source and corporate communities. We incorporate a copyright transfer from contributors, coupled with a 'License Back' provision, to achieve these objectives while ensuring that You retain the flexibility to utilize Your Contributions in any manner You deem appropriate.
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Copyright Assignment You hereby irrevocably assign, transfer, and convey to Mercenaries.ai all rights, title, and interests in and to Your Contributions, including all copyrights and copyrightable materials therein, all moral and neighboring rights worldwide and beyond, in perpetuity. This assignment includes the right to initiate legal action for past or future infringement, misappropriation, or violation of these rights. Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law.
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Patent License You hereby grant to Mercenaries.ai a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicensable license under any patents owned or controlled by You to make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contributions and any derivative works thereof. Mercenaries.ai is entitled to sublicense any patent rights to Your Contributions under the same licensing terms as the Core Product. You reserve the right to revoke the patent license granted in this Section if Mercenaries.ai initiates any patent infringement claims targeted explicitly at your Contributions and not asserted for a Defensive Purpose. For this Agreement, an assertion of patent claims shall be deemed for a 'Defensive Purpose' if such claims are asserted against an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Mercenaries.ai or any of its licensees.
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License Back Notwithstanding the foregoing assignment of rights, title, and interests, Mercenaries.ai hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicensable license under any intellectual property rights covering Your Contributions to make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contributions and derivative works thereof. This license back does not extend to the Core Product, Core Extensions, or other third-party contributions.
You acknowledge that Mercenaries.ai is not obligated to use Your Contributions.
You warrant that:
- You have the legal authority to enter into this Agreement,
- You are the author of and have the legal right to make the Contributions,
- Your Contributions do not violate any laws, and
- Your Contributions do not infringe upon any third party intellectual property rights. You agree to indemnify, defend, and hold harmless Mercenaries.ai and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney's fees, arising out of or in connection with any breach by You of Your warranties as outlined in this Agreement.
You shall provide documentation that lists all third-party assets, all respective licenses as part of any Contribution.
Should You become aware of any intellectual property rights that the existing Core Product or any Core Extensions infringes upon, you must promptly notify Mercenaries.ai in writing.
You affirm that Your Contributions to the Core Product and any Core Extensions do not conflict with employment or other contractual obligations.
Except for the representations and other obligations herein, Your Contributions are provided "as is" without warranty, either express or implied.
Except as explicitly provided herein, You shall not be liable for any claims, damages, or other liability arising from using Your Contributions.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY 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.
Mercenaries may, at its option, assign the rights or obligations received through this Agreement to a third party provided that the third party agrees in writing to abide by all the rights and obligations in the Agreement.
This Agreement and all its terms, including but not limited to the assignment of copyrights and patent licenses, shall extend to any fork of the original Omnitool.ai repository that is managed, owned, or operated by Mercenaries.ai or its successors, assigns, and affiliates. Contributions to such forked repositories shall be treated as Contributions to the original Omnitool.ai project for this Agreement. Contributors to any such fork acknowledge and agree that their Contributions to the fork are subject to all terms and conditions of this Agreement. This Agreement does not extend to forks to Omnitool.ai that are not managed, owned, or operated by Mercenaries.ai or its successors, assigns, and affiliates. Contributions to such third-party forks are not subject to this Agreement, and individuals making Contributions to those forks do so at their own risk unless otherwise agreed upon in writing by Mercenaries.ai. Contributions previously made to forks not managed, owned, or operated by Mercenaries.ai or its successors, assigns, and affiliates must be identified and approved by Mercenaries.ai before submission or as part of the submission to Omnitool.ai.
You agree to execute any additional documents necessary to effectuate the purpose of this Agreement at Mercenaries.ai's request.
- Claims Made Against Mercenaries.ai. This Agreement is governed by the laws of Singapore, without regard to its conflict of laws principles. Any disputes, controversies, or differences (each instance being a “Dispute”) brought against Mercenaries.ai, including any question regarding its existence, validity, or termination, will be settled amicably by the parties wherever practicable. Any Dispute brought against Mercenaries.ai that cannot be resolved will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The governing law of the arbitration will be Singapore law. The seat of the arbitration for Disputes brought against Mercenaries.ai will be Singapore. The venue of the arbitration will be Singapore or any other location (including by teleconference or videoconference) otherwise agreed between the Tribunal and the Parties. The Tribunal will consist of 1 arbitrator, to be appointed by the President of the Court of Arbitration of the SIAC. The language of the arbitration will be English.
- Claims Made by Mercenaries.ai. "For claims initiated by Mercenaries.ai against You, Mercenaries.ai reserves the right to determine the forum for dispute resolution. Mercenaries.ai may either (a) initiate legal proceedings in the jurisdiction where You are domiciled or conduct business or (b) pursue arbitration in Singapore at its sole discretion. Should Mercenaries.ai choose to initiate legal proceedings in a jurisdiction where You are domiciled or conduct business, Mercenaries.ai further reserves the right to elect the governing law for such proceedings, choosing either Singaporean law or the law of the jurisdiction where You are domiciled or conduct business."
By affixing Your signatures below, both parties acknowledge Your acceptance of the terms of this Agreement.
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