This Agreement is a legal agreement between You ("You") and the other Project Participants (as defined below) of the Project (as defined below) that You join as a Project Participant, with respect to the work that You, together with these other Project Participants, perform for that Project. This Agreement sets forth the licenses You grant, and certain obligations You have, to other Project Participants regarding Your contributions to the Project and sets forth certain rights You have as a Project Participant of the Project regarding contributions of other Project Participants. You must accept the terms of this Agreement before participating in the Project or contributing any Project Contribution (as defined below), or before receiving any Project Contributions from other Project Participants.
This Agreement sets forth the legal terms under which You participate in the Project. This Agreement is based on the following FairSoftware principles:
Under the principle of open management, every Project Participant can be part of the decision-making processes that affect the Project and such Project Participant's contribution to the Project. This participation in the decision-making processes of the Project can be exercised by voting.
Under the principle of equal rights, all Project Participants have equal rights in the decision-making processes, based on the individual size of the share each Project Participant has in the Project.
Under the principle of revenue sharing, every Project Participant participates in the sharing of revenue created through the Project; the size of each Project Participant's share will be determined based on the individual contribution of such Project Participant.
Under the principle of transparency, the decision-making and the voting process, and the decisions and votes, will be available for review by each and every Project Participant.
Individually and collectively, the FairSoftware principles are aimed at creating a framework or fairness, within which the Project Participants will cooperate to achieve the Project Result through providing their individual contributions.
1. PROJECT STRUCTURE; JOINING A PROJECT.
A "Project" is a development project organized and managed through the [hosting agent website] that has at least one Project Participant, has a purpose stated on the [hosting agent website], and has a unique Project ID on the [hosting agent website].
1.2 Project Result.
The stated purpose of a Project is called a "Project Result." The Project Result can be a product, software, service, or other goal that the Project Assembly (as defined below) for a Project decides to pursue. The Project Assembly for a Project may change and further refine a Project Result from time to time.
1.3 Project Governance.
This Agreement describes some of the terms governing Projects, but You should review the [Terms of Service] and Project-related pages of the [hosting agent website] for more details. Each Project is governed by the Project Assembly for that Project, in accordance with this Agreement and the [Terms of Service] for the [hosting agent website]. The "Project Assembly" is the collective of all Project Participants, which collectively can make binding decisions for the Project. The Project Assembly makes binding decisions for the Project through a voting process that is further described and defined in the [Terms of Service] (this process is referred to as "Voting"), except to the extent otherwise decided by the Project Assembly through Voting prior to a decision.
1.4 Project Participants.
Each Project is undertaken by one or more Project Participants. A "Project Participant" means, for any Project, (a) You, if You have satisfied all of the conditions set forth in Section 1.5 for that Project or (b) another person who has satisfied such conditions for participation set forth in the Software Bill of Rights Agreement entered into by such person for the applicable Project. A "Software Bill of Rights Agreement" means an agreement substantially similar to this Agreement, or any prior or subsequent version of this Agreement published by [the hosting agent].
1.5 Joining a Project.
You become a Project Participant for a particular Project by meeting all of the following conditions:
(a) You register on the [hosting agent website] to become a Project Participant for that Project;
(b) via the [hosting agent website], You agree with the Project Assembly for the Project (or the Project Assembly's designee) on a number of Project Units you will receive in consideration for one or more Project Contributions; and
(c) either (i) Your Project Contribution is accepted by the Project Assembly for the Project (or by the Project Assembly's designee) via the [hosting agent website] or (ii) You and the Project Assembly (or the Project Assembly's designee) agree, via the [hosting agent website] to a task or tasks that You will perform to provide Your Project Contribution.
1.6 Project Units.
The Project Assembly may grant you Project Units for your Project Contributions. As determined by the Project Assembly, Project Units are granted when the events described in Section 1.5(c)(i) or Section 1.5(c)(ii) occur or the Project Contribution resulting from tasks performed under Section 1.5(c)(ii) are accepted under Section 2.1(c). A "Project Unit" is an intangible token granted by the Project Assembly that (a) entitles a Project Participant to certain Voting participation in the Project Assembly and (b) entitles a Project Participant to receive compensation in case the Project Assembly decides to commercialize the Project Result or any part thereof. The [Terms of Service] and pages of the [hosting agent website] that describe the Project provide more details about the Project Units for a particular Project.
1.7 Acceptance of Agreement.
You accept, and agree to comply with, the terms of each other Project Participant's Software Bill of Rights Agreement as follows:
(a) Upon You becoming a Project Participant, you accept the terms of the Software Bill of Rights Agreements of all existing Project Participants and agree to comply with the terms of that Software Bill of Rights Agreement with respect to the Contributions of those Project Participants;
(b) Upon each subsequent Project Participant's becoming a Project Participant, you accept the terms of that Project Participant's Software Bill of Rights Agreement and agree to comply with the terms of that Software Bill of Rights Agreement with respect to the Contributions of that Project Participant.
2. YOUR PROJECT CONTRIBUTION.
2.1 Contributions and Acceptance.
(a) A "Project Contribution" means the ideas, inventions (whether or not patentable), discoveries, know-how, technical information, methods, processes, designs, schematics, content, documents, materials, tools, software programs or parts thereof (whether in source code, object code, or any other form), and other works of authorship and other forms of technology, as well as services and support, in each case which are contributed by a Project Participant to a Project.
(b) After You have become a Project Participant, You may (i) provide Your Project Contributions to other Project Participants and (ii) receive Project Contributions from other Project Participants.
(c) After You have provided Your Project Contribution to one or more Project Participants for acceptance, the Project Assembly may accept You Project Contribution through Voting.
2.2 Development License Grant.
You hereby grant to each current and future Project Participant a worldwide, perpetual and irrevocable (except as set forth in Sections 2.4 and Section 3), non-exclusive, royalty-free and fully-paid license, without the right to sublicense, limited to the purpose of development of the Project Result, including the testing of Project Contributions:
(a) under all intellectual property rights (other than patent or trademark) Licensable by You, to use, reproduce, modify, and create derivative works of Your Project Contributions that have been accepted as set forth in Section 2.1(c); and
(b) under any one or more patent claims (including method, process, and apparatus claims) in any patent which are currently or in the future Licensable by You ("Patent Claims") that are infringed by the making and using of Your Project Contributions (either alone or in combination with other Project Participants' Project Contributions), to make, have made, and use (i) Your Project Contributions that have been accepted as set forth in Section 2.1(c) and (ii) combinations of Your Project Contributions that have been accepted as set forth in Section 2.1(c) (or portions thereof) with one or more Project Contributions of one or more other Project Participants.
As used herein, "Licensable" means, with respect to any intellectual property right, that the grantor has, or subsequently obtains, the right to grant licenses to the licensee hereunder within the scope granted herein without such grant or the exercise of rights thereunder resulting in the payment of royalties or other consideration by the grantor to a third party (except for payments among grantor and its affiliates, and payments to third parties for inventions made by said third parties while employed by the grantor).
The licenses granted in this Section 2.2 are effective on the date You first provide the applicable Project Contribution to another Project Participant of the Project. For avoidance of doubt, the licenses granted in this Section 2.2 do not include the right to distribute or make available the licensed Project Contribution to, or to use the licensed Project Contribution to provide services for, any party other than a Project Participant.
2.3 Commercialization License Grant.
Effective at the time, and solely to the extent that, the Project Assembly decides to commercialize the Project Result by distributing or making available the Project Result (or parts thereof) to, or using the Project Result (or parts thereof) to provide services for, parties other than Project Participants, You hereby grant to the current and future Project Participants a worldwide, perpetual and irrevocable (except as set forth in Sections 2.4 and 3), non-exclusive, royalty-free and fully-paid license, with the right to sublicense through multiple levels of sublicensees,
(a) under all intellectual property rights (other than patent or trademark) Licensable by You, to use, reproduce, distribute, publicly perform and display in any form and medium, whether now known or later developed, Your Project Contributions that have been accepted as set forth in Section 2.1(c), and
(b) under any one or more Patent Claims that are infringed by the making, having made, using, selling, offering for sale, or importing Your Project Contributions (either alone or in combination with other Project Participants' Project Contributions), to make, have made, use, sell, offer for sale, and import (i) Your Project Contributions that have been accepted as set forth in Section 2.1(c) and (ii) combinations of Your Project Contributions that have been accepted as set forth in Section 2.1(c) (or portions thereof) with one or more Project Contributions of one or more other Project Participants, in each case solely as part of the Project Result.
The licenses granted in this Section 2.3 are limited to (i) each version, development stage, or phase of the Project Result that the Project Assembly has decided to provide to parties other than Project Participants and (ii) the scope, method(s) and channel(s) that the Project Assembly has decided to employ to provide the Project Result to such parties.
2.4 Contribution Non-Acceptance.
If Your Project Contribution is not accepted by the Project Assembly as set forth in Section 2.1(c), other Project Participants retain the right to use any information about, or contained in, Your Project Contribution that they retain in their unaided memories.
Except as necessary in furtherance of the Project and expressly authorized by the licenses that You grant to other Project Participants hereunder, Project Participants agree not to (a) modify, adapt, alter, translate, or create derivative works from Your Project Contributions, (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for Your Project Contributions, (c) sublicense, lease, rent, loan, or otherwise transfer Your Project Contributions to any third party, or (d) reproduce, distribute, publicly perform or display, or otherwise use or exploit Your Project Contributions.
2.6 Proprietary Rights.
Your Project Contributions and all intellectual property rights therein, are the exclusive property of You [and Your suppliers]. All rights in and to the Project Contributions not expressly granted to others in this Agreement are reserved by You [and Your suppliers], and there are no implied licenses granted under this Agreement. The licenses granted in this Section 2 are non-transferable and non-assignable, except as provided in Section 3.
2.7 Rules of Project.
You agree to comply with the [Terms of Service] and all other then-current rules and decisions of the Project Assembly for Your Project as they may be modified and/or amended from time to time by the Project Assembly in accordance with the [Terms of Service]. Unless expressly authorized, no Project Participant shall make any representations or warranties, or enter into any agreements, on behalf of another Project Participant.
3. END OF PARTICIPATION.
3.1 Transfer of the Project.
The licenses granted hereunder to Your Project Contributions may be assigned or transferred to an entity (a "Transferee") as determined by the Project Assembly through Voting by a majority of all Project Participants [as set forth in the Terms of Service]; provided, however, that any such assignment or transfer shall be on the condition that the equity ownership in such Transferee reflects the distribution of Project Units among the Project Participants at the time of the assignment or transfer. Any assignment or transfer, or attempted assignment or transfer, in violation of this Section 3.1 is void and terminates the licenses granted under Section 2 of the Agreement. You hereby agree to assist and cooperate with the Project Assembly and other Project Participants in every reasonable way, both during and after the assignment or transfer, to carry our and perfect an assignment or transfer permitted under this Section 3.1.
3.2 Dissolving the Project.
If the Project Assembly decides by Voting that the Project will finally be dissolved, the licenses You have granted under the Agreement and the licenses granted to You by other Project Participants in connection with the Project, shall be terminated effective upon the date on which the Project is finally dissolved.
3.3 Banning of Project Participants.
If the Project Assembly decides by Voting to ban a Project Participant from the Project, any and all licenses granted to such Project Participant in connection with the Project shall be terminated upon the effective date of the banning of that Project Participant. Project Units granted to the banned Project Participant are not affected by the banning of that Project Participant.
The terms and conditions of this Agreement protect your Confidential Information only after you have become a Project Participant, unless you enter into a separate agreements with the recipient of your Confidential Information. "Confidential Information" means any information disclosed by one Project Participant (the "Disclosing Participant") to another Project Participant (the "Receiving Participant") in connection with the Project that the Receiving Participant knows or reasonably should know is confidential or proprietary to the Disclosing Participant, or should be held confidential or proprietary by all Project Participants in their dealings with a party that is not a Project Participant, due to the nature or importance of such information for the Project or Project Result. In any case, Confidential Information includes Project Contributions of other Project Participants. The obligations of confidentiality under this Section 4 will automatically terminate with respect to any information that (a) was already known by the Receiving Participant at the time of such disclosure; (b) was disclosed to the Receiving Participant by a third party (including another Project Participant) who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Participant has become, generally available to the public; or (d) was independently developed by the Receiving Participant without the use of or reference to Confidential Information of the Disclosing Participant.
The Receiving Participant will not use any Confidential Information of the Disclosing Participant except to perform Project tasks or responsibilities or to exercise licenses granted to the Receiving Participant by the Disclosing Participant. The Receiving Participant will disclose the Confidential Information of the Disclosing Participant only to (a) other Project Participants who have a need to know such Confidential Information in furtherance of the Project, (b) in case of a commercialization of the Project Result, any intended recipient of the Project Result to the extent necessary to receive and use the Project Result as decided by the Project Assembly, and (c) as otherwise authorized by the Disclosing Recipient. If Project Contributions (including Code) are deposited in a repository, any Project Participant that is granted access to such repository is deemed to have the right to use any Project Contribution contained in the repository as set forth in the preceding sentence. The Receiving Participant will protect the Disclosing Participant's Confidential Information in the same manner as the Receiving Participant protects its own confidential or proprietary information of a similar nature, and in no event with less than reasonable care. Notwithstanding the foregoing, the Receiving Participant may disclose Confidential Information of the Disclosing Participant to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Participant notifies the Disclosing Participant of such required disclosure promptly and in writing, and cooperates with the Disclosing Participant, at the Disclosing Participant's request and expense, in any lawful action to contest or limit the scope of such required disclosure.
5. REPRESENTATION AND WARRANTIES.
You represent and warrant to each Project Participant that (a) Your Project Contribution is an original work of authorship and that You have the authority to grant the licenses set forth in Sections 2.2 and 2.3, (b) to the best of Your knowledge, Your Project Contribution does not violate any laws and regulations or rights of any third party, (c) to the best of Your knowledge, Your Project Contribution does not infringe the patents, copyrights, trade secrets, or other intellectual property rights of any third party, (d) to the extent Your Project Contribution consists of or contains Code, such Code does not (i) contain any Open Source Code, or (ii) contain any "back door," "time bomb," "Trojan Horse," "worm," "drop-dead device," "virus" (as these terms are commonly used in the computer software field), or other software code designed to permit unauthorized access, to disable or erase software, hardware, or data, or to perform any other similar type of function, unless the specifications of Your Code defined by the Project Assembly require Your Code to have or contain such functionality. "Open Source Code" means any software code that is distributed as "free software" or "open source software" or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software. Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License, or Sun Community Source License.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, THE PROJECT CONTRIBUTION THAT YOU CONTRIBUTE UNDER THIS AGREEMENT IS PROVIDED BY YOU "AS IS" AND "AS AVAILABLE" AND YOU HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ARISING IN CONNECTION WITH YOUR PROJECT CONTRIBUTION, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
7.1 Independent Contractors.
You and the other Project Participants are and at all times will be and remain independent contractors as to each other, and at no time will either Project Participant be deemed to be the agent, employee, or partner of the other, or an agent or employee of the Project, which is not an entity. No joint venture, partnership, agency, or other relationship will be created or implied as a result of this Agreement.
You will indemnify and hold harmless each and every Project Participant from and against all liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and fees) arising from or relating to any third party claim based upon (a) any breach by You of any of Your representations or warranties set forth in Section 5 above or (b) any breach by You of Section 2.7 or Section 4.
No party to this Agreement may assign this Agreement (including the license granted herein) to any third party without approval of the Project Assembly as set forth in the [Terms of Service], except as provided in Section 3.1. Any assignment or attempted assignment in violation of this Section 7.3 will be void.
7.4 Waivers; Amendment.
No waiver of any terms or conditions of this Agreement will be valid or binding on You unless You make the waiver in writing. Your failure to enforce any of the provisions of this Agreement, or the failure to require at any time the performance of another party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect Your ability to enforce each and every provision thereafter. This Agreement may not be altered, amended, modified, or otherwise changed in any way except by a written instrument signed by You.
If any provision of this Agreement is found or held to be invalid or unenforceable by any tribunal of competent jurisdiction, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect.
The headings of sections of this Agreement are included solely for convenience of reference and are not to be used to interpret, construe, define, or describe the scope of any aspect of this Agreement. As used in this Agreement, the word "including" means "including but not limited to."
7.7 Entire Agreement.
This Agreement constitutes the entire agreement and final understanding of You and the other Project Participants with respect to the subject matter hereof, and supersedes any other and all prior or contemporaneous negotiations, representations, understandings, discussions, offers, and agreements between You and the other Project Participants, whether written or oral, express or implied, relating in any way to the subject matter hereof. This Agreement is intended by You and the other Project Participants to be a complete and wholly integrated expression of their understanding and agreement.