RTRADE TECHNOLOGIES LTD. CONTRIBUTOR LICENSE AGREEMENT Thank you for your interest in contributing to software products or projects (collectively, “Projects”) owned or managed by RTrade Technologies Ltd. (“RTrade Technologies”) or by our subsidiary RTrade Operations Ltd. (“RTrade Operations”) (RTrade Technologies and RTrade Operations collectively, the “RTrade Group”).
This Contributor License Agreement (“Agreement”) applies to your Contributions to Projects and sets out the intellectual property rights you grant members of the RTrade Group in your Contributions.
Contributions include, source code, object code, bug fixes, patches, configuration changes, tools, specifications, documentation, data, graphics, materials, feedback, information, and other works of authorship that you submit or have submitted, in any form and in any manner, to any member of the RTrade Group in respect of any of the Projects (collectively “Contributions”).
By submitting or otherwise making a Contribution to any member of the RTrade Group, you agree to be bound by this Agreement.
If you have any questions respecting this Agreement, please contact [email protected].
- Copyright License. You hereby grant, and agree to grant, to each member of the RTrade Group a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute, modify, and use your Contributions and such derivative works, with the right to sublicense the foregoing rights through multiple tiers of sublicensees.
- Patent License. With respect to any patents you own or that you may license without payment to any third party, you hereby grant, and agree to grant, each member of the RTrade Group, a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer your Contributions, in whole or part, alone or together with, or included in any product, work, or materials arising out of Projects; together with the right to sublicense the foregoing rights through multiple tiers of sublicensees.
- Moral Rights. To the fullest extent permitted under applicable law, you hereby irrevocably waive, and agree not to assert, any of your “moral rights” in or relating to your Contributions for the benefit of each member of the RTrade Group, their respective assigns, and their respective direct and indirect sublicensees. To the extent you are an organization, you agree to cause your employees and contractors to irrevocably waive their moral rights in or relating to your Contributions for the benefit of each member of the RTrade Group, their respective assigns, and their respective direct and indirect sublicensees.
- Third Party Content/Rights. If your Contribution includes or is based on any source code, object code, bug fixes, patches, configuration changes, tools, specifications, documentation, data, graphics, materials, feedback, information, and other works of authorship other works of authorship that were not authored by you (“Third Party Content”) or if you are aware of any third party intellectual property or proprietary rights associated with your Contribution (“Third Party Rights”), then you confirm you are authorized to submit that Third Party Content to any member of the RTrade Group for use in their respective Projects and agree to include with the submission of your Contribution full details respecting such Third Party Content and Third Party Rights, including, without limitation, identification of which aspects of your Contribution contain Third Party Content or are associated with Third Party Rights, the owner/author of the Third Party Content and Third Party Rights, where you obtained the Third Party Content, and any applicable third party license terms or restrictions respecting the Third Party Content and Third Party Rights.
- Representations and Warranties. You represent and warrant that: (a) other than the Third Party Content and Third Party Rights specifically identified by you in accordance with this Agreement, you are the sole and original author of your Contributions; (b) you are legally entitled to grant the foregoing licenses and waivers in respect of your Contributions; (c) to the best of your knowledge, your Contributions do not violate any third party’s rights, including copyrights, trademarks, patents, trade secrets, other intellectual property rights, or privacy rights; (d) 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 your 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; and (e) if you are agreeing to this Agreement on behalf of an organization, you are authorized to do so.
- Effective Date The rights you grant, and waivers you make for the benefit of, members of the RTrade Group under this Agreement are effective on the date you first submitted your Contributions to any member of the RTrade Group, even if that date is earlier than the date you agreed to this Agreement.
- Disclaimer. To the fullest extent permitted under applicable law, your Contributions are provided on an "as is" basis, without any warranties or conditions, express or implied, including, without limitation, any implied warranties or conditions of non-infringement, merchantability or fitness for a particular purpose. You are not required to provide support for your Contributions, except to the extent you desire to provide support.
- Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the hereto parties’ rights or duties. You irrevocably submit and agree to attorn to the exclusive jurisdiction of the courts of the Province of British Columbia. You irrevocably and unconditionally waive any objection to the venue of any action or proceeding in the court of the Province of British Columbia and irrevocably waive any right, and agree not, to plead that those courts are an inconvenient forum.
- No Obligation. You acknowledge that RTrade is under no obligation to use or incorporate your Contributions into any of the Projects or to identify you as the author of your Contributions. The decision to use or incorporate your Contributions into any of the Projects will be made at the sole discretion of RTrade Technologies Ltd or its authorized delegates. RTrade has no obligation to keep your Contributions confidential.