CONTRIBUTOR LICENSE AGREEMENT
Thank you for your interest in contributing to XRSI’s research activities. This Contributor License Agreement (“Agreement”) documents the rights granted by Contributors to Us. This Agreement will govern all Contributions by you.
This is a legally binding agreement, so please read it carefully before making a Contribution.
This Agreement is between XR Safety Initiative, a California 501(c)(3) organization with its principal place of business at 4 Anchor Drive, Unit 343, Emeryville, CA 94608 USA (“XRSI”, “we”, “us”, or “our”), and the person or entity making a Contribution to XRSI (“Contributor,” “you” or “your”, and collectively with XRSI, the “Parties”). The rights bestowed herein are consideration for the opportunity to have the Contributor’s submission included in an XRSI publication and for other good and valid consideration, the adequacy of which is hereby acknowledged.
1.1 “Contribution” means any original work of authorship, including any modifications or additions to an existing work, that is submitted by You to XRSI for inclusion in, or documentation of, any of the products or services owned or managed by XRSI (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication provided to XRSI 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, XRSI for the purpose of discussing, modifying, revising, and improving the Work, including identification of errors and/or issues and the remedy thereof.
1.2 “Contributor”, “you”, or “your” means the person submitting the Work and that is entering into this Agreement.
1.3 “Contributor Affiliate” means any past, present or future subsidiary, parent company, a sister company, or other organization, firm, business, partnership, joint venture, or entity that controls, is controlled by or is under common control of Contributor or any of its subsidiaries.
1.4 “Control” means (i) the power, direct or indirect, to cause the direction or management of an entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares of an entity, or (iii) beneficial ownership of an entity.
1.5 “XRSI Affiliate” means any past, present, or future subsidiary, parent company, a sister company, or other corporation, firm, business, partnership, joint venture, or entity that controls, is controlled by, or is under common control of XRSI or any of its subsidiaries.
2. License Grants
2.1 Grant of Copyright and Content Usage. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to XRSI, XRSI Affiliates, and all third party recipients of software, products, services, and all other information distributed by XRSI a perpetual, worldwide, non-exclusive, free-of-charge, royalty-free, irrevocable copyright license to reproduce, with rights to sublicense through multiple levels of sublicensees, to use, copy, distribute, modify (including to reformat and resize), create derivative works of, and publicly perform and display the Content as incorporated in or otherwise in connection with any XRSI Properties, including in any related advertising, marketing or promotion materials, whether in print, digital or any other media now known or later developed. This license includes all forms of copyrights that would otherwise be implicated by the exercise of the conveyed rights. XRSI has sole discretion as to whether to use or stop using any Content.
2.2 Grant of Patent License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to XRSI, XRSI Affiliates, and all third party recipients of software, products, services, and information distributed by XRSI a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contributions, where such license applies only to those patent claims licensable by Contributor that is necessarily infringed by Contributions alone or by combination with software and/or information related to any XRSI software, products, services, or information.
2.3 Grant to XRSI and XRSI Affiliates. The rights conferred in this Agreement on XRSI shall automatically and immediately extend to any entity that later becomes the XRSI Affiliate or a part of XRSI.
2.4 Contributions. Contributor agrees to the terms and conditions of this Agreement for all Contributions made by you. Except for the licenses granted herein, Contributor reserves all right, title, and interest in and to Contributor Contributions.
3.1 Original Work. Contributor represents that each Contribution is Contributor’s own original creation and that Contributor is the copyright owner or legal entity authorized by the copyright owner of all Contributions. Any work referenced or curated from third parties must be cited as such.
3.2 Ownership and Authority. Contributor represents that it is legally entitled to grant the licenses above and that the Contributions do not include any third party copyrights, patents, trade secrets, licenses, or other restrictions (“Third Party IP”), and that Contributor will not declare any dependencies on any open-source projects, proprietary software or Third Party IP, unless Contributor has made a Complete Disclosure prior to or at the time of the Contribution submission.
3.3 Complete Disclosure. If applicable, The Contributor represents that each and every Contribution submission includes complete details of any third-party license or other restrictions associated with any part of the Contribution.
3.4 Support. Contributor is not expected to provide support for Contributions, except to the extent Contributor desires to provide support. Contributors may provide support for free, for a fee, or not at all.
3.5 Notification of any Change. You agree to notify XRSI if any of the facts, circumstances, or representations made herein are or become inaccurate in any respect.
4.1 Waiver. Contributor waives all other claims of any nature, including express contract, implied-in-fact contract, or quasi-contract, arising out of any disclosure of the Contributions to XRSI. As such, XRSI is under no obligation to use or implement the Contributions in any respect.
4.2 Competitive or Similar Materials. In no event shall XRSI or XRSI Affiliates be precluded from discussing, reviewing, developing for itself, having developed, or developing for third parties, materials which are competitive with those set forth in the Contributions irrespective of their similarity to the information in the Contributions, so long as XRSI complies with the terms of this Agreement and Non-Disclosure Agreement, as applicable.
4.3 Governing Law. This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a state or federal court in or nearest to Alameda County, California, USA.
4.4 Survival. Upon termination or expiration of this Agreement, all terms of the Agreement, including the license grants, shall remain in full force and effect, except that the Contributor will no longer make submissions to XRSI.
4.5 Amendments. XRSI may amend this Agreement at any time by providing notice to you or by posting the revised Agreement online where Contributions are made. By making a subsequent Contribution, you hereby agree to the revised Agreement for all Contributions made by you. If you do not agree to the revised Agreement, you may stop making Contributions.
4.6 Limitations of Liability. In no event will XR Safety Initiative be liable under contract, tort, strict liability, or any other legal or equitable theory for any indirect, incidental, punitive, exemplary, special, or consequential damages in connection with this agreement or use of the content, even if advised of the possibility of such damages. XRSI’s entire liability to you under any legal or equitable theory will be limited to direct damages not to exceed the amount actually paid by XRSI to you under this Agreement.
4.7 Indemnity. You agree to hold harmless and indemnify XRSI against any claim, lawsuit, or other asserted liability alleged, advanced, or otherwise brought by any third party stemming from or related to any degree to any portion of your Contribution, including but not limited to claims of copyrights and content usage.