| Title | JULES Contributor Licence Agreement |
|---|---|
| Version | 1.0 |
Thank you for your interest in contributing to JULES, which is managed by the Met Office.
In order to clarify the intellectual property licence granted with Contributions from any person or entity, the Met Office must have a Contributor License Agreement ("CLA" or "Agreement") that has been signed by each Contributor, indicating agreement to the licence terms below. Each contributing individual within a contributing organisation must personally sign the CLA form.
This licence is for your protection as a Contributor as well as the protection of JULES and its users; it does not change your rights to use your own Contributions for any other purpose.
To sign the CLA, please enter your details in the CONTRIBUTORS.md file
located in the software repository. By adding your details, you confirm your
agreement to the terms of this CLA. Once agreed, this constitutes a legally
binding agreement between You and the Met Office.
The Met Office will collect, use and process your Personal Data for the purpose of supporting the development of JULES and recording ownership of Contributions. Your Personal Data will be processed in accordance with the Met Office Privacy Policy. The legal basis for processing is contractual necessity, as set out in the Privacy Policy. Personal Data processed by the Met Office will not be disclosed to third parties for marketing purposes. Your GitHub username will be published on a public website in order to permit Developers of JULES to ascertain that Your Contribution is covered by a signed CLA. Your Personal Data will be stored on a GitHub repository belonging to JULES administrators and may therefore result in the data leaving the UK / European Economic Area. For further information, please see GitHub's Privacy Policy.
To end this Agreement please contact Scientific_Partnerships@metoffice.gov.uk. This will result in your GitHub username being removed from the public list of CLA signees and will prevent further Contributions from You being accepted into JULES. Please be aware that for the purpose of recording previous agreements covering Your existing Contributions, it is not possible to withdraw the signed CLA from the historical archive. This does not affect your rights as a data subject, as set out in the Privacy Policy.
You accept and agree to the following terms and conditions for Your past, present and future Contributions submitted to JULES. In return, the Met Office shall not use Your Contributions in a way that is contrary to the interests of users of JULES. Except for the licence granted herein to the Met Office and recipients of JULES, You reserve all right, title, and interest in and to Your Contributions.
"You" (or "Your") shall mean the copyright owner or legal entity authorised by the copyright owner that is making this Agreement with the Met Office. 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.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to JULES. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to JULES and/or the Met Office or their representatives or members, 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, JULES and/or the Met Office for the purpose of discussing and improving JULES, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution".
"JULES" shall mean software tools made available under the JULES name and/or logo and published through public channels.
"Met Office" shall mean the Met Office, an Executive Agency of the Department for Science, Innovation & Technology of the United Kingdom of Great Britain and Northern Ireland ("DSIT"), whose principal place of business is situated at FitzRoy Road, Exeter, Devon EX1 3PB, United Kingdom, for and on behalf of DSIT.
"Parties" shall mean the Met Office and You.
"Working Day" shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Personal Data" shall have the meaning given in s.3 of the Data Protection Act 2018.
Subject to the terms and conditions of this Agreement, You hereby grant to the Met Office and to recipients of JULES a perpetual, worldwide, non-exclusive, royalty-free, irrevocable copyright licence to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works under the terms of the BSD 3-clause licence. Full details of the licence specified for JULES can be found in the LICENCE file of the project's source code repository.
You agree and acknowledge that the Met Office may sublicense and distribute your Contributions under any subsequent version of the licence specified for JULES. Furthermore, You agree that the Met Office may change the licence from time to time to an alternative open source license from the list maintained by the Open Source Initiative in order to suit the evolution of JULES.
If any third party makes any claim against You or any other entity, alleging that your Contribution, or the work to which you have contributed, infringes the intellectual property rights of that third party, then You shall inform the Met Office within five (5) Working Days of such claim in order for the Met Office to take all appropriate action it deems necessary in relation to the claim.
You represent that you are legally entitled to grant the above licence. If your employer(s) holds rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, or that your employer has waived such rights for your Contributions to JULES.
You represent that each of Your Contributions is Your original creation and that you have not assigned or otherwise given up your interest in the Contribution to any third party. You represent that Your Contribution submissions include complete details of any third-party licence or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions.
You agree to notify the Met Office of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. You further agree to fully indemnify, and keep indemnified, the Met Office against any losses suffered as a result of any fraudulent or negligent misrepresentation made by you under Clauses 4 or 5.
The Parties shall attempt in good faith to negotiate a settlement to any dispute arising between them out of or in connection with this Agreement within thirty (30) Working Days of the dispute arising.
If the dispute cannot be resolved, then the Parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure from time-to-time in force.
To initiate the mediation a party to the Agreement must give notice in writing (the "ADR Notice") to the other party requesting mediation in accordance with this clause.
The mediation is to take place not later than thirty (30) Working Days after the ADR Notice is received. If there is any issue concerning the conduct of the mediation upon which the Parties cannot agree within fourteen (14) Working Days of the ADR Notice being received, then CEDR shall, at the request of either party, decide the issue for the Parties, having consulted with them.
Unless otherwise agreed, all negotiations connected with the dispute and any settlement shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.
If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by both You and the Met Office.
If the Parties fail to reach agreement within sixty (60) Working Days of the initiation of the mediation, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.
Nothing in this Agreement affects the right of You or the Met Office to apply to the court for urgent interim equitable relief (including, but not limited to, an injunction)
- For the purposes of clarity: this Agreement constitutes a contract for the grant of a licence and not a contract of employment.
- No waiver by either party of any of its rights under this Agreement shall release the other party from full performance of its other obligations stated herein.
- Nothing in this Agreement shall be deemed to constitute, evidence, or comprise a partnership between the Parties or to constitute either party the agent of the other.
- Neither party may assign its rights under this Agreement in whole or in part to any person, firm or company without the prior written agreement of the other party.
- No amendment, waiver, or variation, of this Agreement, whether in whole or in part, shall be binding on the Parties unless set out in writing and signed by or on behalf of the Parties by their duly authorised representatives.
- If any provision of this Agreement is held by a competent authority to be illegal, invalid, or unenforceable, whether in whole or in part, the validity of the remainder of the relevant provision and the remaining provisions shall not be affected or prejudiced.
- Each party shall, at its own cost and expense, from time to time do or procure the execution of all documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
- The Parties to this Agreement do not intend that any of its terms will be enforceable by any person not a party to it.
- This Agreement shall be governed by and construed in accordance with the laws of the England and Wales.
Please confirm acceptance of this CLA by entering your details in the
CONTRIBUTORS.md file located in the software repository.