The Digital Identification and Authentication Council of Canada (“DIACC”) is mandated to develop a pan-Canadian approach to digital ID and authentication and facilitate development of interoperable policies, standards and systems (“IO Specifications”). In order to promote this mandate, the DIACC will provide organizational and other support for working groups (each, a “Working Group”) which may be convened and tasked with developing certain IO Specifications and related deliverables (collectively, “Deliverables”).
Working Groups may be open to both members of DIACC (“Members”) and persons (on behalf of themselves if an individual, and on behalf of an organization and its affiliates if representing such organization) that are not Members who will be expected to make contributions to the Deliverables in written or oral form (“Contributions“). Such contributing Members or other persons are, for purposes of this Contributor Agreement, “Contributors”. This Agreement applies to Contributions by Contributors.
All Contributors hereby acknowledge and agree that through the act of submitting Contributions, such Contributor (acting in their individual or representative capacity) agrees to the following:
NO RESTRICTED DATA. No data or information that is subject to any requirement of confidentiality, or that is subject to any regulation, limitation or restriction on disclosure, transfer, or any other use under any laws, regulations, or other limitations on use (such as private contracts or policies or industry practices or standards) shall be provided by any Contributor.
Contributions shall be deemed to have been submitted on a non-confidential, unrestricted basis. None of DIACC, its directors, officers, employees and independent contractors, or any Members will be under any obligation to treat any information received as confidential information.
USE OF INFORMATION. Each Contributor hereby grants (in their individual or representative capacity) to the DIACC, a royalty-free, nonexclusive, unlimited right and license to use, reproduce, adapt, publish, translate and distribute such Contributions, materials and the information and data that they contain (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any right that may exist in such material solely for the purposes of developing, publishing, and distributing information to digital ID and authentication industry participants and the public through the Deliverables, and through any DIACC Resources (as defined below).
For purposes of this Contribution Agreement, the term “DIACC Resources” means any services, policies, programs or other resources, information sharing, processing and distribution systems of DIACC. The selection of content for inclusion in any DIACC Resources is solely within the discretion of the DIACC board of directors (“Board”) (or its designees). The submission of Contributions does not guarantee that a Contribution will be included in DIACC Resources.
USE OF COPYRIGHTS. Each Contributor hereby grants (in their individual or representative capacity) to the DIACC a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable copyright license, with the right to directly and indirectly sublicense, to reproduce, create derivative works, distribute, display, perform and sublicense the rights to reproduce, distribute, display and perform (in whole or in part) its Contributions in any way, solely for the purposes of developing, publishing, and distributing information to digital ID and authentication industry participants and the public through the Deliverables, and through DIACC Resources.
USE OF PATENTS. To the extent used or embedded in any Deliverable, or in any DIACC Resources, Contributor (in its individual or representative capacity) hereby covenants to either, in its discretion: (a) offer a non-assertion covenant, to any Member or other person, under any patent claims that it (or its represented organization or its affiliates) own or control that become Essential Claims (as defined below) because of the incorporation or other use of a Contribution made by Contributor, or (b) grant a license on commercially reasonable terms. Notwithstanding the foregoing, the Board may in its sole discretion (which will be communicated to proposed participants prior to constitution of a Working Group) require participants in any such Working Groups to agree to patent licensing terms that are different than those set forth in this Contributor Agreement including, but not limited to, licensing patent claims on royalty free terms (such requirement, a “Board Licensing Requirement”).
DISCLOSURE OF ESSENTIAL CLAIMS. “Essential Claims” are those claims of all patents and patent applications, throughout the world, in which Contributor or the organization it represents has the right to grant licenses, which claims would be necessarily infringed by an implementation of or involving any Deliverable. A claim is “necessarily infringed” hereunder only when it is not possible to avoid infringing it because there is no technically feasible non-infringing alternative for implementing the Deliverable.
Each Contributor (in its individual or representative capacity) hereby covenants to declare at the earliest opportunity, any of its or its organization’s patents which Contributor knows to include Essential Claims, or to potentially include Essential Claims. In the event a Contributor or its organization would be unwilling to provide a license to any such Essential Claims (or a royalty-free patent license with respect to Deliverables produced by those Working Groups for which the Board has imposed a Board Licensing Requirement) to any party that implements a Deliverable (including those in draft or “work-in-progress” form) of any Working Group, Contributor agrees to promptly provide written notification to the appropriate Work Group chairperson of an intent not to license. The Working Group chairperson will maintain a list of all such declarations and the Working Group to which they relate. Nothing in this Section is intended to create a duty for a Contributor to conduct a search of its or its organization’s patent portfolio.
REPRESENTATIONS AND WARRANTIES. Each Contributor (in its individual or representative capacity) hereby represents and warrants that: (a) it has all necessary rights to provide the Contributions (on its own behalf and on behalf of its organization), and DIACC’s (or any party’s) use of the Contributions in a manner consistent with the description in this Contribution Agreement will not constitute an infringement, misappropriation, or violation of intellectual property rights (b) it has the right to bind its organization and its affiliates to the licensing and other obligations provided in this Contribution Agreement, (c) no part of the Contribution to DIACC is false, misleading, libelous, defamatory, obscene, unlawful, or injurious to any party; and (d) inclusion of the Contribution in any DIACC services, policies, programs or other resources will not require DIACC to make any payment to, or clear or obtain any additional rights from, Contributor or any third party. DIACC does not intend and will not be required to edit or review Contributions for accuracy or appropriateness.
LIMITATION OF LIABILITY. IN NO EVENT SHALL CONTRIBUTOR, ANY MEMBERS, DIACC, OR THE BOARD BE LIABLE TO ANY OTHER CONTRIBUTOR, ANY MEMBERS, DIACC, OR THE BOARD FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS CONTRIBUTOR AGREEMENT, DIACC RESOURCES, OR CONTRIBUTOR’S PARTICIPATION IN DIACC PROGRAMS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM AGGREGATE LIABILITY OF DIACC AND THE EXCLUSIVE REMEDY AVAILABLE TO CONTRIBUTOR IN CONNECTION WITH THE CONTRIBUTOR AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH DIACC PROGRAMS OR RESOURCES OR THIS CONTRIBUTOR AGREEMENT, SHALL BE TO RECOVER THE ACTUAL DAMAGES CONTRIBUTOR INCURRED UP TO, BUT NOT EXCEEDING, THREE HUNDRED DOLLARS ($300). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS CONTRIBUTOR AGREEMENT WILL NOT ENLARGE OR EXTEND THE FOREGOING LIMITATION OF MONEY DAMAGES.