This Contributor Assignment Agreement ("Agreement") is entered into between:
Global Change Data Lab, a charity registered in England and Wales (charity no. 1186433), whose principal office is at Urbanoid Workspace, 1 & 3, Kings Meadow, Oxford, OX2 0DP, United Kingdom, and which trades as "Our World in Data" ("OWID"); and
You, the individual identified by the GitHub account or other identifier recorded at the time You accept this Agreement ("Contributor" or "You").
OWID maintains software and related materials (including but not limited to the repository at https://github.com/owid/owid-grapher) (the "Project"). You wish to submit Contributions (as defined below) to the Project. OWID is willing to accept those Contributions on the terms set out below.
1.1 "Contribution" means any original work of authorship, including any modification of or addition to an existing work, that You intentionally submit to OWID for inclusion in, or documentation of, the Project.
1.2 "Submit" means any form of electronic, verbal, or written communication sent to OWID or its representatives, including but not limited to pull requests, patches, issue comments, and other communications on the Project's source-code platforms. "Submit" does not include communication that You conspicuously mark or otherwise designate in writing as "Not a Contribution".
1.3 "Material" means the work of authorship made available by OWID under the Project, including any modifications to it that OWID incorporates.
2.1 Subject to the terms of this Agreement, and to the maximum extent permitted by applicable law, You hereby assign to OWID all of Your right, title and interest worldwide in all copyright and other intellectual property rights (other than patent rights, which are dealt with in Section 3) in the Contribution. This assignment is effective on the date each Contribution is Submitted.
2.2 To the extent that any such rights cannot be assigned by You to OWID by operation of law (for example, because assignment is not permitted in a particular jurisdiction), You grant to OWID a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers) licence to use, reproduce, prepare derivative works of, publicly display, publicly perform, distribute and otherwise exploit the Contribution for any purpose.
2.3 To the extent that moral rights (including any similar rights under the Copyright, Designs and Patents Act 1988) cannot be assigned, You irrevocably waive, and agree not to assert, such rights against OWID, its successors, assignees, licensees and sublicensees.
3.1 Subject to the terms of this Agreement, You grant to OWID and to recipients of the Material distributed by OWID a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable (except as stated in this Section) patent licence to make, have made, use, offer to sell, sell, import, and otherwise transfer the Material, where such licence applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution alone or by combination of Your Contribution with the Material to which it was Submitted.
3.2 If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Material to which You have Contributed, constitutes direct or contributory patent infringement, then any patent licences granted to that entity under this Agreement for that Contribution or Material shall terminate as of the date such litigation is filed.
4.1 OWID grants to You a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable licence under all rights assigned or licensed under this Agreement to use, reproduce, modify, display, perform, sublicense and distribute Your Contribution and derivative works of it for any purpose. For the avoidance of doubt, this allows You to continue to use Your Contribution outside the Project — for example, to include it in Your own separately-licensed projects.
4.2 This licence-back does not grant You any rights in the Material as a whole or in the Contributions of others.
You represent that:
(a) each Contribution is Your original creation and You have the legal right to grant the assignments and licences set out in this Agreement;
(b) if Your employer(s) have rights to intellectual property You create, You have received permission to make the Contribution on behalf of that employer, or Your employer has waived such rights for Your Contributions to OWID;
(c) Your Contribution does not, to Your knowledge, violate any third-party rights, including copyright, trademark, patent, trade secret, or contractual rights;
(d) if Your Contribution includes any third-party material (including third-party open-source code), You have clearly identified it, and its source, and any licence or other restrictions of which You are aware;
(e) You are not required to provide support for Your Contribution, except to the extent You desire to provide support.
6.1 Except for the representations in Section 5, the Contribution is provided "as is". To the maximum extent permitted by applicable law, You disclaim all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
6.2 In no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive or exemplary damages arising out of or related to this Agreement or any Contribution, even if advised of the possibility of such damages.
6.3 Nothing in this Agreement limits or excludes any liability that cannot lawfully be limited or excluded under the laws of England and Wales (including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation).
7.1 OWID may identify You as a contributor to the Project (for example, in commit history, release notes, documentation, or a contributors list) and may reproduce Your GitHub username, name, and any public profile information You have provided for this purpose.
7.2 Neither party may use the other's trademarks, logos or other proprietary marks in any other way without prior written consent.
8.1 This Agreement comes into effect when You first Submit a Contribution after accepting it, and continues for so long as any Contribution is subject to intellectual property rights.
8.2 The assignment of rights in Section 2, the patent licence in Section 3, the licence back in Section 4, and the representations and disclaimers in Sections 5 and 6 survive termination of this Agreement.
9.1 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute.
9.2 Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to Contributions to the Project and supersedes any prior agreements relating to the same subject matter. It may only be amended in writing signed by both parties, except that OWID may release future versions of this Agreement for new Contributions.
9.3 Assignment. OWID may assign this Agreement, in whole or in part, to any successor entity (including on a transfer of the Project to another charity or legal entity). You may not assign this Agreement without OWID's prior written consent.
9.4 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect.
9.5 Relationship of the parties. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the parties.
You accept this Agreement by signing it via the CLA Assistant bot on your first pull request to the Project. If you are contributing on behalf of an employer or other entity, please contact OWID before submitting a Contribution so that the appropriate Entity-level agreement can be put in place.