This agreement (the “Agreement”) is between OpenITI, an initiative of the University of Maryland, College Park and the Aga Khan University, London, and the Content Contributor (“Contributor”). The parties agree as follows:
This Agreement concerns the contributed material (“Material”), defined as either (i) creative content developed or created by Contributor and provided by Contributor for use by OpenITI (“Creative Material”), or (ii) content collected and provided by Contributor for use by OpenITI (“Third-Party Material”). The Material includes, by way of example and without limitation, any and all text, visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, and arrangement and coordination of such elements incorporated in or developed in connection with the Materia
3. AUTHORSHIP RIGHTS IN CREATIVE MATERIAL.
Contributor shall retain authorship rights in any and all Creative Material he or she contributes, subject to the rights granted to OpenITI (including use of corrections to texts for the purposes of improving training data).
OpenITI does not claim any ownership in the Material provided to it and used on the OpenITI platform (the “Platform”). In accordance with this Agreement, Contributor grants OpenITI a non-exclusive, irrevocable, worldwide, royalty-free license to incorporate any and all Creative Material on the Platform and all associated educational, advertising, marketing, publicity, promotional, web, and other related materials in any and all media now known or hereafter devised and to reproduce, translate into other languages, and distribute the Material on the Platform in perpetuity. Contributor will not grant any licenses to OpenITI concerning Third-Party Material.
5. CREATIVE COMMONS.
Contributor authorizes OpenITI to make the Creative Material available under a Creative Commons Attribution-ShareAlike (CC BY-SA) 4.0 International License. For more information on the Creative Commons licenses, please visit https://creativecommons.org/licenses/.
6.1 Contributor represents and warrants that: (i) Contributor has the legal right and authority to enter into this Agreement and perform its obligations under this Agreement; and (ii) the performance of Contributor’s obligations and the Material provided hereunder will not violate any applicable laws or regulations or cause a breach of any agreements with any third parties.
6.2 For Creative Material, Contributor represents and warrants that (a) Contributor is the sole creator of or otherwise has the unrestricted right to license the Creative Material; and (b) that the use, assignment and sublicensing of the Material and any other materials or services provided to OpenITI as contemplated herein will not violate or infringe upon any rights of any nature whatsoever of any other party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights.
6.3 For Third-Party Materials, Contributor represents and warrants that (a) Contributor has made a good faith inquiry into the applicable laws, including without limitation foreign intellectual property laws, governing use of the Third-Party Material, and has an unrestricted right to provide the Third-Party Material to OpenITI for use in the Platform; and (b) that the use of the Third-Party Material and any other materials or services provided to OpenITI as contemplated herein will not violate or infringe upon any rights of any nature whatsoever of any other party, including without limitation, privacy rights, publicity rights, copyrights, trademark, and/or other intellectual property rights.
6.4 Contributor further represents and warrants that OpenITI need not obtain any additional permissions and/or make any additional payments other than as set forth in this Agreement in order to use the Material in the manner contemplated herein, including but not limited to permissions from and/or payments to book publishers, unions, and/or Contributor’s organizations.
7. VIOLATION OF PROVISIONS.
Violation of any of the provisions of the Agreement may, at OpenITI’s sole discretion, result in termination of Contributor’s account and/or restriction of Contributor’s access to the OpenITI Platform and/or its services.
8. REMOVAL OF MATERIAL.
8.2 Material removed from the Platform may continue to be stored by OpenITI including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order.
8.3 OpenITI will not be liable to Contributor for any modification, suspension, or discontinuation of the Platform or its services, or the loss of any Material.
Contributor shall indemnify, defend, save, and hold harmless OpenITI; OpenITI’s successors, assigns, and licensees; and OpenITI’s respective officers, directors, agents, and employees, from and against any and all claims, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), arising out of or in any way connected with the Material, the use of the Materials in the Platform, or otherwise relating to this Agreement.
The rights granted under this Agreement shall be granted worldwide in all languages.
11. TRANSFER OF RIGHTS.
This Agreement shall be binding on any successors and assigns of the parties in perpetuity.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except in writing signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
OpenITI reserves the right to modify the provisions of this agreement. Contributor will be notified of any changes to this Agreement and will have the opportunity to terminate the Agreement. Termination will not result in removal of any Material provided by Contributor, unless the Material violates the provisions of the Agreement.
15. NO WAIVER.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
16. GOVERNING LAW AND VENUE.
The parties agree that this Agreement, for all purposes, shall be governed and construed in accordance with the laws of the State of Maryland applicable to contracts to be wholly performed therein, and any action based on, relating to, or alleging a breach of this Agreement must be brought in a state for federal court in Prince George’s County, Maryland. In addition, both parties agree to submit to the exclusive personal jurisdiction and venue of such courts.