Contribution License Agreement


Contributor License Agreement

This Contributor License Agreement allows You (or Your employer, if You are authorized to act on behalf of Your employer), the Subscriber, to submit Contributions for inclusion in the open source program known as the “digitaltwin-factory”, to authorize Contributions submitted by your employees to the digital-twin factory, and to grant copyright and patent licenses thereto. You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the digitaltwin-factory. Except for the license granted herein, You reserve all right, title, and interest in and to Your Contributions. Capitalized terms not defined herein have the meanings ascribed to them in the DigitalTwin-Factory Terms of Use.

1) Definitions.

a) "You" (or "Your" or “Contributor”) shall mean Subscriber, who represents that it is the copyright owner or legal entity authorized by the copyright owner that is entering into this Contribution License Agreement. For Subscribers that are legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

b) "Contribution" shall mean the code, documentation or other original works of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You for inclusion in the digitaltwin-factory and subsequent inclusion in, and/or documentation of, any of the products owned, managed, or hosted by Invicara Solutions Limited (“Invicara”) or its affiliates (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Invicara or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Invicara for the purpose of discussing and improving the digitaltwin-factory or any Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

2) Grant of Copyright License. Subject to the terms and conditions of this Contributor License Agreement, You hereby grant to Invicara and to the other members of digitaltwin-factory a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

3) Grant of Patent License. Subject to the terms and conditions of this Contributor License Agreement, You hereby grant to Invicara and to the other members of digitaltwin-factory a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer any Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Contributor License Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

4) Representations.

a) You represent that You are legally entitled, and have the full right, power and authority, to grant the above licenses.

b) You represent further that each of your employees who access digitaltwin-factory is authorized to submit Contributions on Your behalf. It is Your responsibility to notify Invicara to remove access to any of your employees when their employment with you terminates .

c) You further represent that each of Your Contributions is Your original creation. Should You wish to submit a Contribution that is not Your original creation, You may submit it to Invicara separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware, and conspicuously marking the Contribution as "Submitted on behalf of a third-party: [named here]".

5) Other Terms. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.