This document contains the Contributor Agreement, which every ADMS Working Group member must sign to allow the EU to release the specification under the ISA Open Metadata Licence v1.1.
Thank you for your interest in contributing to the project “Assets Description Metadata Schema for Software” (ADMS.F/OSS) currently developed on the European Commission’s collaborative platform Joinup and owned by the European Union (the “Project Owner”, hereafter "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 mail, email, fax, or electronic submission, following the instructions published on the Joinup site. This is a legally binding document, so please read it carefully before agreeing to it. The Agreement may cover more than one project managed by Us.
"You" (Individual) means the individual who Submits a Contribution to Us.
"You" (Entity) 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 rights including, but not limited to Copyright. If You do not fully own the entire work of authorship, please ensure that a paper copy of this Agreement is signed by all relevant copyright holders .
"Copyright" means all rights protecting works of authorship owned or controlled by You [or Your Affiliates], including copyright, moral and neighbouring rights, as appropriate, for the full term of their existence including any extensions by You.
"Work" means the work of authorship which is made available by Us to third parties. When this Agreement covers more than one project, the Work means the work of authorship to which the Contribution was Submitted. After You Submit your Contribution, it may be included in the Work.
"Submit" means any form of electronic, verbal, or written communication sent to Us or our representatives, including but not limited to electronic mails, attachments, 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 Work, 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 Contribution or portion of a Contribution which is not software: data, metadata, data bases, documents, manuals, images, video, etc.
2. Grant of Rights
2.1 Copyright Assignment
(a) At the time the Contribution is Submitted, You irrevocably assign to Us all right, title, and interest worldwide in all Copyright covering the Contribution; provided that this transfer is conditioned upon compliance with Section 2.3. In particular, You agree to transfer the following rights:
(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to Us, You grant to Us a perpetual, worldwide, exclusive, royalty-free, transferable, irrevocable licence under such non-assigned rights, with rights to sublicense through multiple tiers of sub licensees, to practice such non-assigned rights, including, but not limited to, the right to reproduce, modify, display, perform and distribute the Contribution; provided that this licence is conditioned upon compliance with Section 2.3.
(c) To the extent that any of the rights in Section 2.1(a) can neither be assigned nor licensed by You to Us, You irrevocably waive and agree never to assert such rights against Us, any of our successors in interest, or any of our licensees, either direct or indirect; provided that this agreement not to assert is conditioned upon compliance with Section 2.3.
(d) Upon such transfer of rights to Us, to the maximum extent possible, We immediately grant to You a perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable licence under such rights covering the Contribution, with rights to sublicense through multiple tiers of sub licensees, to reproduce, modify, display, perform, and distribute the Contribution. The intention of the parties is that this licence will be as broad as possible and to provide You with rights as similar as possible to the owner of the rights that You transferred. This licence back is limited to the Contribution and does not provide any rights to the Work, which shall be subject to the outbound licence(s) as provided in Section 2.3.
2.2 Patent Licence
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 licence, with the right to sublicense these rights to multiple tiers of sub licensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Work (and portions of such combination). This licence is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this licence is conditioned upon compliance with Section 2.3.
2.3 Outbound Licence(s)
As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to license the Contribution under the terms of the following initial licences (including any right to adopt any future version of these licences):
To the extend the Work includes software (source code or binaries):
- The EUPL v1.1 or later
To the extend the Work includes Media:
- The ISA Open Metadata Licence v1.1 or later
Without prejudice to the former conditions - and for the exclusive purpose of ensuring copyleft compatibility, We may licence the Contribution under any licences which are approved by the Open Source Initiative, or the Free Software Foundation, or Creative Commons or equivalent non-proprietary licences published by the European Commission on or after the Effective Date, including both permissive and copyleft licences, whether or not such licences are subsequently disapproved by relevant organisations (including any right to adopt any future version of these licences).
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 Work and may decide to include any Contribution We consider appropriate.
2.6 Reservation of Rights. Any rights not expressly assigned or licensed under this section are expressly reserved by You.
You confirm that:
(a) You have the legal authority to enter into this Agreement.
(b) You [or Your Affiliates] own the Copyright and any other proprietary rights in the Contribution, including patent claims where applicable, which are required to transfer or grant the rights as provided under Section 2.
(c)(Individual) The grant of rights under Section 2 does not violate any grant of rights which You have made to third parties, including Your employer. If You are an employee or official, You have had Your employer approve this Agreement or sign the Entity version of this document. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement on your behalf.
(c)(Entity) 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 communicated to Us a paper copy of this Agreement, signed by all relevant copyright holders, if You do not own the Copyright in the entire work of authorship Submitted.
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 [AND BY US TO YOU]. 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 [OR US] 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.
6.1 This Agreement will be governed by and construed in accordance with the laws of the jurisdiction in which the Project Owner has its principal place of business.
Any litigation resulting from the interpretation of this Agreement, arising between the European Commission, as the project owner, and any Contributor, will be subject to the jurisdiction of the Court of Justice of the European Communities, as laid down in article 238 of the Treaty establishing the European Community.
Any litigation arising between Parties, other than the European Commission, and resulting from the interpretation of this Agreement, will be subject to the exclusive jurisdiction of the competent court where the Project Owner resides or conducts its primary business.
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.
Us – the electronic acceptance process of this Agreement, implemented on the Joinup site, is considered as our valid signature.
You (Individual) – the electronic acceptance process of this Agreement, implemented on the Joinup site, is considered as your valid signature.
You (Legal Entity or Employer, or any other relevant copyright holder if applicable) – In such case, only a paper copy of this agreement, signed by all relevant stakeholders’ legitimate representatives, will be considered as a valid commitment. Please repeat the signature below for all copyright holders.