INATBA Intellectual Property Rights Policy
Update: 25 May, 2021
1) Purpose, Definitions and General provisions
a.) Purpose. This INATBA Intellectual Property Rights Policy (the “Policy”) applies to and governs the treatment of intellectual property arising from contributions to and the production of Contributions (as defined below). This Policy applies to all Members (as defined below).
b.) Objective. This Policy has the objective of promoting knowledge creation together with the disclosure and exploitation of Contributions by INATBA and/or its Members, and to ensure the fair allocation of rights, reward innovation, and achieve the broad participation of Members.
c.) Member. “Member” shall have the meaning set forth in the INATBA Articles of Association.
d.) Contributors and Contributions. INATBA coordinates the development of various deliverables, such as policy positions, feedback to legislative proposals, industry focused publications and strategy papers and similar documents and amendments thereof, best practices, working papers, reports, presentations, marketing collateral, and other related material. Any work of authorship and any deliverable developed or produced on behalf of, by, or for INATBA, or intentionally provided to INATBA for potential inclusion in a draft or final INATBA deliverable/publication will be deemed a “Contribution”. The entity or individual making the Contribution is the “Contributor”.
e.) Work Product. Once a Contribution is approved as final by the INATBA Board of Directors this is a “Work Product”.
f.) No Transfer of Ownership. Ownership in each Contribution or Work Product shall remain with the Contributor and nothing in this Policy shall function to transfer the ownership of Contributor’s Contribution or Work Product to INATBA.
g.) General. Each Contributor is deemed to agree to the following with respect to each of their Contributions:
i) INATBA holds no duty to publish, use, or otherwise disseminate any Contribution and/or Work Product; and
ii) Unless explicitly marked confidential, no information in the Contribution is confidential, and INATBA may freely disseminate any information in the Contribution.
2) Copyright License
a.) Copyright License to Contributions. Each Contributor grants INATBA a worldwide, irrevocable, non-exclusive, royalty-free, fully-sublicensable license to view, store, and edit Contributions. Reproduction and sharing of Contributions is allowed solely within INATBA and with Members; the latter herewith agree not to share or otherwise make available to the public the respective Contribution outside of INATBA and its Members.
b.) Copyright License to Work Products. Each Contributor grants INATBA a worldwide, irrevocable, non-exclusive, royalty-free, fully-sublicensable license to reproduce, store, distribute, display, perform, edit, make available to the public, broadcast, make publicly perceivable through image or sound recording, and create derivative works of the Work Products or form part thereof, including the license to communicate broadcastings of the aforementioned and to make the aforementioned available to the public through a screen, speaker, or other technical equipment.
c.) INATBA Copyrights. Subject to the Contributor’s continued copyright ownership in their Contributions, INATBA will own the copyright in any collective works, compilations, joint works or derivative works created in connection with and deriving from Contributions and/or Work Products. INATBA will own the copyright in any works created by INATBA employees or agents.
d.) Attribution and Moral Rights. Each Contributor, and each individual making a Contribution which is/becomes a Work Product or part thereof, waives any moral rights (or similar rights) in this Work Product to the maximum extent permitted by the applicable law. Work Products will be attributed to INATBA.
a.) INATBA will be permitted to use the name and name related trademarks as well as corporate logos (or similar marks) of Members solely on the INATBA website and in connection with communications about INATBA membership, subject to reasonable use limitations and unless otherwise communicated by the Member to INATBA.
b.) INATBA Members may use the INATBA name and corporate logo (or similar mark) solely to communicate their membership in INATBA and provided that the Member shall not use the INATBA name and corporate logo (or similar mark) in connection with any communication surrounding any fundraising initiative or in any other matter prohibited under the “INATBA New Member Admissions and Onboarding Policy”.
c.) The INATBA name, trademarks, and corporate logo (or similar mark) may not be used to communicate compliance or conformance with any Work Products or technology, and may not otherwise be used in connection with any Member product or service, except as permitted by an applicable written INATBA license agreement or Board-approved policy.
d.) The aforementioned use rights each constitute a worldwide (or limited to the territorial validity of the specific trademark), irrevocable, non-exclusive, royalty-free, non-sublicensable license limited to the respective purpose set out above. Any use of a name, trademark, and/or corporate logo (or similar mark) will be deemed to be the genuine use thereof for the benefit of the owner of the respective name, trademark, and/or corporate logo (or similar mark).
4) Third Party Rights, Warranties, Liability
a.) Warranties/Limitations of Liability. Contributions and/or Work Products are provided “AS IS” with no warranties, express or implied, including but not limited to, the warranties of merchantability, fitness for a particular purpose and, subject to Section 5(b), non-infringement of intellectual property rights. The Contributor of a Contribution and/or Work Product shall not be held liable in any event for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of information, or any other pecuniary loss) arising out of or related to the use of or inability to use the Contribution and/or Work Product.
b.) Third Party Intellectual Property. Member and its Affiliates (as defined herein) represent and warrant with respect to their Contributions and/or Work Products that such Member or Affiliate has the right and authority to submit its Contributions and/or Work Products subject to this Policy. Member and its Affiliates further represent and warrant that, pursuant to the actual knowledge of the Member’s or its Affiliate’s participating representatives, Member’s or Affiliate’s Contributions and/or Work Products do not violate or incorporate the copyright or any other intellectual property rights or trade secret interests of another party and no claim has been asserted against the Member or its Affiliate in writing (including by email or other electronic means) that Member’s or its Affiliate’s Contribution and/or Work Products would violate any intellectual property rights, including patent rights, of another party. Members and its Affiliates shall inform INATBA without undue delay if they become aware that any third party claim has been asserted or may be asserted over a Contribution of the Member or its Affiliates.
5) Scope, Withdrawal Period and Amendments
a.) Retroactivity. This Policy shall apply retroactively from the date when INATBA was first established, more specifically from 6 March, 2019.
b.) Objection period. Insofar as the provisions of this Policy differ from the provision(s) of the previous policy which it replaces, a Member may lodge an objection to the differing provision(s) of this Policy in writing to the Board of Directors within 45 days of the date of adoption of this Policy. In that case, the objecting Member will continue to be bound by the differing provision(s) of the previously effective IPR policy for the remainder of the objecting Member’s membership throughout the duration of the current INATBA financial year. Thereafter, more specifically from 1 January 2022, the provisions of this Policy will apply notwithstanding the Member’s objection.
c.) Assent to terms. Participation in INATBA as a Member and/or submission of a membership application to INATBA indicates Member’s (Applicant’s) assent to the terms of this Policy. Any membership Applicant that expresses a desire not to be bound by the terms of this Policy must abstain from joining. Any existing Member that no longer wishes to be bound by this Policy must either lodge a timely objection to this Policy in accordance with Art. 5(b) above or must withdraw from membership in accordance with the INATBA Articles of Association.
d.) Amendments. The INATBA Board of Directors may amend this Policy at any time in its sole discretion. No amendment to this Policy will be effective in less than 45 calendar days from the date that written notice of such amendment is sent to INATBA Members. Any amendment must provide for an objection period similar to that specified in Art. 5(b) above.