This Digital LTL Contributor Agreement ("Agreement”) applies to any Contribution You make to any Work.
This is a binding legal agreement on You. If You are signing this Agreement on behalf of Your employer or other organization, You represent and warrant that You have the authority to agree to this Agreement on their behalf.
As a stakeholder in the Less-than-Truckload (“LTL”) industry, You recognize the importance of open collaboration in developing a set of uniform standards, including Application Programing Interfaces (“APIs”), to support the automation and digitalization of the LTL industry. We agree that a policy of open collaboration among LTL stakeholders will be beneficial for developing technical industry standards that can be adopted and used by all of the LTL industry.
Towards this end and to clarify the open nature of the intellectual property used in developing any Work, we require this Agreement be entered into by each party contributing to a Work. This Agreement is for Your protection as a contributor as well for as the protection of the NMFTA and its members. This Agreement does not change your rights to use your own Contributions for purposes other than defined herein.
“NMFTA,” “We”, and “Us” means the National Motor Freight Traffic Association, Inc. “NMFTA member” means a member or participant in good standing with the NMFTA.
“Digital LTL Council” means the open collaboration project formed to support the automation and digitalization of the LTL industry and overseen by the NMFTA.
“Contribution” means any original work, including any modification of or addition to an existing work, that You submit in connection with Your role in the Digital LTL Council in any manner for inclusion into any Work. For the purposes of this definition, “submit” means past, present, and future forms of electronic, verbal, or written communication sent or otherwise provided to NMFTA or its representatives, including the Digital LTL Council, including but not limited to communication on electronic mailing lists, source code and document control systems, and issue tracking systems that are managed by, or on behalf of, NMFTA for the purpose of discussing and improving the Work.
“Work” means any project, work, or materials managed or existing under the Digital LTL Council that supports the automation and digitalization of the LTL industry.
“You” and “Your” means you and any organization, identified below, together with any other organization on whose behalf you are entering this Agreement.
2. Copyright License and Waiver.
(a) License to NMFTA. By submitting a Contribution, You grant to NMFTA and to any recipient of any Work distributed by us, a perpetual, worldwide, transferable, non-exclusive, no-charge, royalty-free, irrevocable, and sublicensable copyright license to use, reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Contributions and any derivative work created based on a Contribution. If Your license grant is ineffective for any reason, You irrevocably hereby waive and covenant not to assert any claim You may have against NMFTA, and any of NMFTA’s direct or indirect licensees and NMFTA members, arising out of NMFTA’s, or any of NMFTA’s direct or indirect licensees’ or NMFTA members’ use, reproduction, preparation of derivative works, public display, public performance, sublicense, and distribution of a Contribution. You also agree that we may publicly use Your name and the name of any organization on whose behalf You are entering into this Agreement in connection with publicizing the Work.
(b) License to You. We hereby grant to You a perpetual, worldwide, transferable, non- exclusive, no-charge, royalty-free, irrevocable, and sublicensable copyright license to use, reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute a Contribution and any derivative work, including any Work, created based on a Contribution.
3. Patent License.
You grant to NMFTA and to any recipient of any Work distributed by us, a perpetual, worldwide, transferable, non-exclusive, no-charge, royalty-free, irrevocable, and sublicensable patent license to make, have made, use, sell, offer to sell, import, and otherwise transfer the Contribution in whole or in part, alone or included in any Work under any patent You own, or license from a third party, that is necessarily infringed by the Contribution or by combination of the Contribution with any Work. 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 Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
4. Your Representations and Warranties.
By submitting a Contribution, You represent and warrant that: (a) each Contribution You submit is an original work and You can legally grant the rights set out in this Agreement; (b) the Contribution does not, and any exercise of right granted by You will not, infringe any third party’s intellectual property or other right for which you are personally aware; and (c) You are not aware of any claims, suits, or auctions pertaining to the Contribution. You will notify us immediately if You become aware of or have reason to believe that any of Your representations and warranties is or becomes inaccurate.
5. Intellectual Property.
Except for the licenses set forth in this Agreement, this Agreement does not transfer any right, title or interest in any intellectual property right of either party to the other. If You choose to provide us with suggestions, ideas for improvement, recommendations or other feedback relating to any Work we may use Your feedback without any restriction or payment.
Commonwealth of Virginia Law governs this Agreement, excluding any application of conflict of law rules or principles, and You agree to the exclusive jurisdiction of the courts of the Commonwealth of Virginia. This Agreement does not create a partnership, agency relationship, or join venture between You and the NMFTA. We may assign this Agreement without notice or restriction to an affiliated or associate organization. Neither NMFTA nor any NMFTA member makes any representation or warranty to You regarding the intellectual property licensed to you under this Agreement. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effectuate NMFTA’s intent and the remaining provisions will not be affected. This Agreement may only be amended by written amendment signed by You and the NMFTA.