1. The Purpose of this Agreement. This Agreement sets forth the terms under which we make certain copyright and patent rights available to you for your Permitted Uses of the ChapR Specifications. While this document is based upon the Open Web Foundation Final Specification Agreement (OWFa 1.0), it is not part of that agreement and is not otherwise related to it in any way.
2. ChapR Specifications. For the purposes of this document, “Specifications” refer to the software and hardware files available for download on this web site that can be used to construct a ChapR. This includes, but is not limited to, software source files, hardware schematic, printed circuit board source files, and printed circuit board production files.
3. Agreement Acceptance. By downloading, or otherwise acquiring the Specifications as available on this web site, you are implicitly agreeing to and accepting the terms of this Agreement.
4.1. Copyright Grant. We grant to you a perpetual (for the duration of the applicable copyright), worldwide, non-exclusive, no-charge, royalty-free, copyright license, without any obligation for accounting to us, to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, distribute, and implement the Specifications to the full extent of our copyright interest in the Specifications.
4.2. Attribution. As a condition of the copyright grant, you must include an attribution to the Specifications in any derivative work you make based on the Specifications. That attribution must include, at minimum, the Specifications name and version number.
5.1. Patent Non-Assert.
5.1.1. The Promise. We, on behalf of us and our successors in interest and assigns, irrevocably promise not to assert our Granted Claims against you for your Permitted Uses, subject to the terms and conditions of Section 5.1. This is a promise directly from us to you, and you acknowledge as a condition of benefiting from it that no rights from us are received from suppliers, distributors, or otherwise in connection with this promise. This promise also applies to your Permitted Uses of any other specifications incorporating all required portions of the Specifications.
126.96.36.199. As a Result of Claims by You. All rights, grants, and promises made by us to you under this Agreement are terminated if you file, maintain, or voluntarily participate in a lawsuit against us or any person or entity asserting that its Permitted Uses infringe any Granted Claims you would have had the right to enforce had you accepted this Agreement, unless that suit was in response to a corresponding suit first brought against you.
188.8.131.52. As a Result of Claims by a Related Entity of Ours. If a Related Entity of ours files, maintains, or voluntarily participates in a lawsuit asserting that a Permitted Use infringes any Granted Claims it would have had the right to enforce had it accepted this Agreement, then we relinquish any rights, grants, and promises we have received for the Specifications from other entities accepting this Agreement, unless a) our promise to you was terminated pursuant to section 184.108.40.206, or b) that suit was in response to a corresponding suit first brought by you against the Related Entity.
5.1.3. Additional Conditions. This promise is not an assurance (i) that any of our copyrights or issued patent claims cover an implementation of the Specifications or are enforceable or (ii) that an implementation of the Specifications would not infringe intellectual property rights of any third party. Notwithstanding the personal nature of our promise, this promise is intended to be binding on any future owner, assignee or exclusive licensee to whom has been given the right to enforce any Granted Claims against third parties.
5.1.4. Bankruptcy. Solely for purposes of Section 365(n) of Title 11, United States Bankruptcy Code and any equivalent law in any foreign jurisdiction, this promise will be treated as if it were a license and you may elect to retain your rights under this promise if we (or any owner of any patents or patent applications referenced herein), as a debtor in possession, or a bankruptcy trustee, reject this non-assert.
5.2. Patent License Commitment. In addition to rights granted in 5.1, on behalf of us and our successors in interest and assigns, we agree to grant to you a no charge, royalty free license to our Granted Claims on reasonable and non-discriminatory terms, where such license applies only to those Granted Claims infringed by the implementation of the Specifications, solely for your Permitted Uses.
6. No Other Rights.
Except as specifically set forth in this Agreement, no other express or implied patent, trademark, copyright, or other property rights are granted under this Agreement, including by implication, waiver, or estoppel.
7. Antitrust Compliance. We acknowledge that we may compete with other participants, that we am under no obligation to implement the Specifications, that each participant is free to develop competing technologies and standards, and that each party is free to license its patent rights to third parties, including for the purpose of enabling competing technologies and standards.
We agree that we will not intentionally take or willfully assist any third party to take any action for the purpose of circumventing our obligations under this Agreement.
9. Representations, Warranties and Disclaimers. we represent and warrant that we are legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED “AS IS.” The entire risk as to implementing or otherwise using the Specifications is assumed by the implementer and user. Except as stated herein, we expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specifications. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of our obligations under Section 5 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if we notify the transferee or assignee of any patent that we know contains Granted Claims of the obligations under Section 5. Nothing in this Agreement requires us to undertake a patent search.
10.1. Agreement. “Agreement” means this document, which sets forth the rights, grants, promises, limitations, conditions, obligations, and disclaimers made available for the particular Specifications.
10.2. Bound Entities. “Bound Entities” means the team of students and mentors designing and building the ChapR and the members and officers of the Westlake & Eanes Science & Technology Association (WESTA).
10.3. Control. “Control” means direct or indirect control of more than 50% of the voting power to elect directors of that corporation, or for any other entity, the power to direct management of such entity.
10.4. Granted Claims. “Granted Claims” are those patent claims that we own or control, including those patent claims we acquire or control after the Date below, that are infringed by Permitted Uses. Granted Claims include only those patent claims that are infringed by the implementation of any portions of the Specifications where the Specifications describes the functionality causing the infringement in detail and does not merely reference the functionality causing the infringement.
10.5. We, Us, or Our. “we,” “us,” or “our” refers to the Bound Entities, if applicable.
10.6. Permitted Uses. “Permitted Uses” means making, using, selling, offering for sale, importing or distributing any implementation of the Specifications 1) only to the extent it implements the Specifications, 2) so long as all required portions of the Specifications are implemented, and 3) all profits from any sale from any implementation of the Specifications are either used to (a) create additional devices for donation to entities unable to pay for them or (b) donated directly to organizations supporting STEM. Permitted Uses do not extend to any portion of an implementation that is not included in the Specifications.
10.7. Related Entities. “Related Entities” means 1) any entity that Controls the Bound Entity (“Upstream Entity”), and 2) any other entity that is Controlled by an Upstream Entity that is not itself a Bound Entity.
10.8. You or Your. “You,” “you,” or “your” means any person or entity who exercises copyright or patent rights granted under this Agreement, and any person or entity you Control.