Terms and Conditions.

This License (“License”) is made between Open Data Model, LLC (“0DM-LLC”) and any person (“Member”) who completes the registration process ("Registered Member") and uses the Open Data Model, LLC Website (“Website”). This license describes the terms and conditions upon which content on the Website is available for license and upon which Licensee may have access to the Website and its contents.


Definitions

  1. "Open Data Modeler" ("ODM") shall mean the proprietary software owned by ODM-LLC comprising a comprehensive set of database application design and development functions to be accessed and used by Registered Members to create, view, update, modify, and delete application database design and development artifacts.

  2. “License” shall mean the terms and conditions for use, reproduction, and distribution as defined herein.

  3. “Legal Entity” shall mean lawful or legally standing association, corporation, partnership, proprietorship, trust, or individual that has legal capacity to (1) enter into agreements or contracts, (2) assume obligations, (3) incur and pay debts, (4) sue and be sued in its own right, and (5) to be accountable for illegal activities.

  4. “Data Model” (DM) shall mean database design and development artifacts, including content and member created content (both defined herein below), whether in Source or Object form, made available under the License.

  5. "Owner" shall mean the Legal Entity that controls a DM.

  6. “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

  7. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

  8. “Content” shall mean any models, as well as associated code (whether in source, executable, or object code form) and documentation, on the Website. Content shall include new content contributed to the Website by a Registered Member.

  9. "Member Created Content" shall mean database design and development artifacts that are created by a Registered Member using the ODM.

  10. “Contribution” shall mean any Content, or Member Created Content that is intentionally submitted to ODM for inclusion on the Website by the Registered Member or by an individual or Legal Entity authorized to act on behalf of the Registered Member. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Registered Member for the purpose of discussion and improvement of the Content, or Member Created Content, but excluding communication that is conspicuously marked or otherwise designated in writing by the Member as “Not a Contribution.”

  11. “Contributor” shall mean ODM-LLC and Registered Member, including any individual or Legal Entity authorized to act on behalf of the Registered Member.

  12. “Registered Member” shall mean any Member that has completed the registration process and remain a member in good standing as determined by ODM-LLC according to its Registration Agreement set forth at: https://www.opendatamodel.com/

  13. “Running Application” shall mean a program that is active on the Internet or Intranet to execute, deploy, implement and/or process live data.

  14. " Entity" shall mean a data model object that represents a thing of consequence about which it is desired to collect, maintain and use information.

  15. “Cloud Hosting Service” shall mean the energy-consuming, cloud-computing infrastructure offered by ODM-LLC to Registered Members.

  16. “Public Data Domains” (PDM) shall mean data containing regions in ODM, the Owner of which is ODM-LLC, and that are accessible to all Registered Members but operable only in ODM.

  17. “Private Data Domains” (PrDM) shall mean data containing regions in ODM created by Registered Member(s), the Owner of which is the creator Registered Member(s), and that are accessible only to said Registered Member(s) and those specifically authorized thereby, and operable only in ODM.


Grant of Licenses

Subject to the terms and conditions of this License, ODM-LLC hereby grants to Registered Member:

(a) a nontransferable, personal, perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable license to contribute Content to either or both of the Private Domain and or Public Domain of ODM while a Registered Member; and

(b) a nontransferable, personal, perpetual, worldwide, non-exclusive, irrevocable license to utilize the Cloud Hosting Service of ODM to Run an Application in Registered Member's Private Data Domain.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor.


Content of Work

ODM reserves the right to review any Content created hereunder at any time to ensure that it conforms to the laws of the Commonwealth of Virginia and that it is not harmful to the reputation of ODM-LLC.


Fees

ODM reserves the right to charge, and Registered Member agrees to pay fees for Running Application(s); the fees to be negotiated by ODM and Registered Member, based upon (1) resource consumption and (2) benefit of use of DM to Registered Member. ODM agrees to a fee (1) for resource consumption that equals its costs and does not include a profit. Registered Member agrees to a fee (2) that reflects the fair market benefit that the use of the ODM provides which is based on and depends on the number of entities in the member’s data model.


Grant of Patent License

(a) Subject to the terms and conditions of this License, ODM-LLC hereby grants to Registered Member a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Content, where such license applies only to those patent claims licensable by ODM-LLC.

(b) For any invention relating to any Content, Registered Member hereby grants to ODM-LLC a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Content, and for ODM-LLC to grant non-exclusive licenses to others for commercial and non-commercial uses of the new Content.


Submission of Contributions

Unless Registered Member explicitly states otherwise, any Contribution intentionally submitted for inclusion in ODM by Registered Member shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement Registered Member may have executed with ODM-LLC regarding such Contributions.


Trademarks

This License does not grant permission to use the trade names, trademarks, service marks, or product names of ODM-LLC, except as required for reasonable and customary use in describing the origin of the Content and reproducing the content of the NOTICE file.


Confidential Information

The content and Website contain copyrighted material, trade secrets and other proprietary material. In order to protect them, and except as permitted by applicable legislation, Registered Member may not disclose to third parties except through the Website, any written, documentary, information which (i) relates to the contents or is found in a non-public area of the Website, (ii) is received by Member from the Website while a Registered Member, and (iii) is marked proprietary, confidential, or bears a marking of like import, or which ODM-LLC states in writing at the time of transmittal to, or receipt by, Registered Member is to be considered proprietary. Information shall not be deemed proprietary, and Registered Member shall have no obligation with respect to any such information, which:

  1. is or becomes publicly known through no wrongful act by Registered Member; or
  2. is already known to Registered Member as evidenced by prior documentation thereof; or
  3. is approved for release by the prior written approval of ODM-LLC; or
  4. is rightfully received by Registered Member from a third party without restriction and without breach of this License.

Termination

This License is effective until terminated. Registered Member may terminate this License at any time by destroying any and all Contents, related documentation and all copies thereof. This License will terminate immediately without notice from ODM-LLC if Registered Member fails to comply with any provision of this License.


Force Majeure

ODM-LLC will not be liable for any delay or failure to perform any obligation under this License where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.


Export Law Assurance

Registered Member agrees and certifies that neither the Contents nor any other data received from ODM-LLC, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the content have been rightfully obtained by Member outside of the United States, Registered Member agrees that it will not re-export the contents nor any other data received from ODM-LLC, nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which Member obtained the content.


Government and Commercial End Users

This License is personal and no authorization for any use of the content is given to entities that employ or contract to the Registered Member except as expressly provided by ODM-LLC in a separate license.


Disclaimer of Warranty on Content

Registered Member expressly acknowledges and agrees that use of the content is at Registered Member's sole risk. The content and related documentation are provided "as is" and without warranty of any kind. ODM-LLC expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. ODM-LLC does not warrant that the functions contained in the content will meet Registered Member’s requirements, or that the operation of the Content will be uninterrupted or error-free, or that defects in the Content will be corrected. Registered Member assumes the entire risk as to the results and performance of the Content. Furthermore, ODM-LLC does not warrant or make any representations regarding the use or the results of the use of the Content or related documentation in terms of their correctness, accuracy, reliability, or currentness. No oral or written information or advice given by ODM-LLC or its authorized representative shall create a warranty or in any way increase the scope of this warranty. Should the content prove defective, Registered Member (and not ODM-LLC or its authorized representative) assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to Registered Member. Nothing contained in this agreement shall be construed as a warranty that any manufacture, sale, lease, use or other disposition of Content hereunder will be free from infringement of patents, utility models and/or design patents, trademarks, copyrights, or any other form of intellectual property, other than under those which licenses have been granted.


Limitation of Liability

Under no circumstances including negligence, shall ODM-LLC, or its directors, officers, employees or agents, be liable to Registered Member for any incidental, indirect, special or consequential damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use, misuse or inability to use the Content or related documentation, even if ODM-LLC or its authorized representative has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Registered Member.


Indemnification

For new Content, Registered Member warrants that it has not included elements which infringe intellectual property rights owned by a third party and are original to Registered Member, and Registered Member agrees that it will at its own expense indemnify, defend and hold harmless ODM-LLC, or its directors, officers, employees or agents against any claim, suit, action, or other proceeding brought against ODM-LLC or its licensees based on a claim that the new Content, as delivered to ODM-LLC (including through the Website) infringes in any manner any Intellectual Property Right of a third party or contains any material that violates any third party’s right of publicity or personality, or has otherwise resulted in any tort, injury, damage or harm to any person.


Accepting Warranty or Additional Liability

While redistributing the Content, Registered Member may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, Registered Member may act only on its own behalf and on its sole responsibility.


Controlling Law and Severability

This License shall be governed by and construed in accordance with the laws of the United States and the Commonwealth of Virginia. If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License shall continue in full force and effect.


Complete Agreement

This License constitutes the entire agreement between the parties with respect to the use of the content and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Licensor.