Thunderhead Contributor Licence Agreement

Background

This contributor agreement (“Agreement“) documents the rights granted by contributors to Thunderhead ONE Inc. This is a legally binding document, so please read it carefully before agreeing to it. This Agreement may cover more than one software project managed by Thunderhead.

1. Definitions

Contribution” means any original work of authorship, including any modifications or additions to an existing work, that is Submitted by You to Thunderhead in which You own or assert ownership of the Intellectual Property Rights.

Intellectual Property Rights” means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements.

Material” means the work of authorship which is included in any of the products or services owned or managed by Thunderhead and which may be made available by Thunderhead to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted.

Submit” means any form of electronic, verbal or written communication sent to Thunderhead or its representatives, including but not limited to electronic mailing lists, source code control systems and issue tracking systems that are managed by, or on behalf of, Thunderhead for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution”.

Thunderhead” means Thunderhead One Inc., a company incorporated in Virginia with company number 07993165 and its principal office at 250 Commercial Street, Suite 4017, Manchester NH 03101.

You” means the individual who Submits a Contribution or a legal entity on behalf of whom a Contribution has been received by Thunderhead. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that legal 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 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. 

2. Grant of Rights

Contribution” means any original work of authorship, including any modifications or additions to an existing work, that is Submitted by You to Thunderhead in which You own or assert ownership of the Intellectual Property Rights.

2.1 Licence

(a) You retain ownership of the Intellectual Property Rights in Your Contribution and have the same rights to use the Contribution which You would have had without entering into this Agreement.

(b) Subject to the terms of this Agreement and to the maximum extent permitted by the relevant law, You hereby grant to Thunderhead a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable licence to sub-license, reproduce, modify, display, perform and distribute the Contribution as part of the Material.

2.2. Patent Licence

For patent claims including, without limitation, method process and apparatus claims which You own, control or have the right to grant, now or in the future, subject to the terms of this Agreement, You hereby grant to Thunderhead a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent licence, with the right to sub-license, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combinations). This licence is granted only to the extent that the exercise of the licenced rights infringes such patent claims.

2.3. Outbound Licence

Based on the grant of rights in clauses 2.1 and 2.2, if Thunderhead includes Your Contribution in a Material, Thunderhead may license the Contribution under any licence, including copyleft, permissive or proprietary 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 Thunderhead or its successors in interest, or any of its licensees, either directly or indirectly.

2.5 Thunderhead’s Rights

You acknowledge that Thunderhead is not obligated to use Your Contribution as part of the Material and may decide to include any Contribution Thunderhead considers appropriate.

2.6 Reservation of Rights

Any rights not expressly licenced under this clause are expressly reserved by You.

3. Agreement

You confirm that:

(a) You have the legal authority to enter into this Agreement.

(b) You are legally entitled to grant the above licences.

(c) The grant of rights under clause 2 does not violate any grants of rights which You have made to third parties including, if You are an employee, Your employer. If You are an employee, You have had Your employer approve or sign this Agreement and You confirm Your employer has waived any of its rights in Your Contribution. If You are less than eighteen years old, please have Your parents or guardian sign this Agreement.

4. Disclaimer

Except for the express warranties in clause 3, Your 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 Thunderhead. 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

Except for the express warranties in clause 3, Your 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 Thunderhead. To the extent that any such warranties cannot be disclaimed, such warranty is limited in duration to the minimum period permitted by law.

6. General

6.1 This Agreement will be governed by and construed in accordance with the laws of England and Wales.

6.2 This Agreement sets out the entire agreement between You and Thunderhead for Your Contribution to Thunderhead and overrides all other agreements or understandings.

6.3 If You or Thunderhead 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 this Agreement.

6.4 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties.

6.5 The failure of either party to require performance by the other party of any provision of the 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.

6.6 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the maximum 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.