Thank you for your interest in contributing to the IMAGE Project Components, henceforth "Our Software", that is managed by McGill University (“McGill University”, “We” or “Us”) and which includes the IMAGE browser extension, IMAGE Services and Website. This Contributor License Agreement (“Agreement”) sets out the rights granted by contributors ("You" or "Your") to Us and the terms governing any contributions as defined in Section 1. This license is for your protection as a Contributor as well as the protection of McGill University; it does not change your rights to use your own Contributions for any other purpose.
By accepting and agreeing to these terms and conditions You accept and agree to the following terms and conditions for Your past, present and future Contributions submitted to Our Software. Except for the license granted herein to McGill University and recipients of Our Software distributed by McGill University, You reserve all right, title, and interest in and to Your Contributions.
If you have any questions respecting this Agreement, please contact image [at] cim [dot] mcgill [dot] ca.
1.1 "You" or "Your"
Shall mean the individual who submits one or more Contributions to Our Software or the legal entity authorized by the copyright owner that is making this Agreement with McGill University. For 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.
1.2 “Party” or Parties”
Shall be either McGill University, You, or both.
1.3 "Contribution" or “Contributions”
Shall mean any original work of authorship, including but not limited to source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information, or any other works of authorship, that is intentionally submitted by You to McGill University, in any form and in any manner, for inclusion in, or documentation of, any of the components of a Project.
1.4 "Copyright"
Means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.
1.5 "Submit" or "Submission" or "Submitted"
Or any derivatives shall mean any form of electronic, verbal, or written communication sent to McGill University 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, McGill University for the purpose of discussing and improving Our Software, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
1.6 "Project"
Shall mean any of the software projects owned, managed, or maintained by McGill University, including Our Software, including but not limited to open-source projects made available by McGill University to which Contributions may be submitted.
2.1 Copyright License
Subject to the terms and conditions of this Agreement, You hereby grant to McGill University 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.
2.2 Patent License
To the maximum extent permitted by the relevant law, and subject to the terms and conditions of this Agreement, You hereby grant to McGill University and to recipients of software distributed by McGill University 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 the Contribution(s), 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 Our Software to which such Contribution(s) was 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 Our Software to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Our Software shall terminate as of the date such litigation is filed.
2.2 Outbound License
Based on the grant of rights in Section 2.1, We may license the Contributions under any license, including copyleft, permissive, commercial, or proprietary licenses.
2.3 Moral Rights
Without limiting the generality of the foregoing, You hereby waive, and agree not to assert, all of Your "moral rights" in or relating to Your Contributions, including, without limitation, the right to restrain or claim damages for any distortion, mutilation or other modification of Your Contributions or any part thereof whatsoever and to restrain use or reproduction of Your Contributions in any context, and in connection with any product, service, cause or institution for the benefit of McGill University, its assigns, and their respective direct and indirect sublicensees.
You represent that:
3.1 You have the legal authority to enter into this Agreement and to grant the rights under Section 2 (the “Acquired Rights”).
3.2 You are or shall be, the author and sole owner of copyright in the Contributions. You also represent and warrant that the Contributions are original to You and do not incorporate the work of others, except where explicitly noted in Your Contributions.
3.3 Should You wish to submit work that is not Your original creation, You may submit it to McGill University 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 work as "Submitted on behalf of a third-party: [named here]."
3.4 You have followed the instructions provided by McGill University if You do not own the Copyright in the entire work of authorship submitted.
3.5 The exercise of the Acquired rights do not and will not: (i) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which this Agreement or any of the Acquired Rights are subject, or (iii) result in the creation or imposition of any encumbrances on the Acquired Rights. No consent, approval, waiver, or authorization is required to be obtained by You from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by You of this Agreement, or to enable McGill University to use the Acquired Rights.
3.6 You are in full compliance with all legal requirements applicable to the Acquired Rights and Your ownership and use thereof.
3.7 The Acquired Rights are valid, subsisting, and enforceable in all applicable jurisdictions, and are not subject to any pending or threatened challenge or claim to the contrary.
3.8 The registration, ownership, and exercise of the Acquired Rights do not, and will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party or violate any applicable regulation or law. No person has infringed, misappropriated, or otherwise violated, or is currently infringing, misappropriating, or otherwise violating, any of the Acquired Rights. If Your Contributions were created in the course of Your employment with Your past or present employer(s), You represent that such employer(s) has authorized You to make Contributions on behalf of such employer(s) or such employer(s) has waived all of their right, title, or interest in or to Your Contributions.
3.9 There are no actions settled, pending, or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation of the intellectual property rights of any third party based on the use or exploitation of any Acquired Rights, (ii) challenging the validity, enforceability, registrability, or ownership of any Acquired Rights or Your rights with respect thereto, or (iii) by You alleging any infringement, misappropriation, or other violation by any third party of any Acquired Rights.
3.10 You agree to notify McGill University of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTIONS ARE 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. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
5.1 Dispute Resolution and Arbitration
In the event of any dispute arising out of or relating to this Agreement, the affected Party shall promptly notify the other Party (“Notice Date”), and the Parties shall attempt in good faith to resolve the matter. Any disputes not so resolved shall be referred to senior executives, who shall meet at a mutually acceptable time and location within thirty (30) days of the Notice Date and shall attempt to negotiate a settlement. If the senior executives fail to meet within thirty (30) days of the Notice Date, or if the matter remains unresolved for a period of sixty (60) days after the Notice Date, the Parties hereby irrevocably agree to submit the matter to arbitration in accordance with the provisions of articles 620 to 655 of the Civil Code of Québec.
5.2 Governing Law and Jurisdiction
This AGREEMENT shall be governed by and construed in accordance with the laws of the province of Québec and the laws of Canada applicable therein.
5.3 Entire Agreement
This Agreement sets out the entire agreement between You and McGill University for Your Contributions and overrides all other agreements or understandings.
5.4 Assignment
McGill University may assign this Agreement, and all of its rights, obligations, and licenses hereunder, without Your prior consent.
5.5 Severability
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.
5.6 No Obligation
You acknowledge that McGill University is under no obligation to use or incorporate your Contributions into any of Our Software. The decision to use or incorporate your Contributions into any of Our Software will be made at the sole discretion of McGill University or its authorized delegates.
5.7 Effective Date
The Effective Date of this Agreement shall be the date You execute this Agreement or the date You first Submit a Contribution to McGill University, whichever is earlier.