ONEZOOM NON-PROFIT SOURCE AVAILABLE LICENCE Version 1, 6/9/2017 1 DEFINITIONS 1.1 In this Licence, unless the context requires otherwise, the following definitions apply: "Advancement of Science" means the advancement of science or science education, and for the avoidance of doubt, excludes pseudoscience (such as intelligent design); "Cease To Exist" means the Original Developer has a receiver or administrative receiver appointed over the whole of it assets, or passes a resolution for winding up, or a court makes an order to that effect, or becomes subject to an administration order, or enters into any voluntary arrangement with its creditors, or ceases to carry on its whole activities, but excludes where the Original Developer transfers its activities or assets to another entity; "Control" means (a) the power of a legal entity, direct or indirect, to cause the direction or management of another entity, whether by contract or otherwise; or (b) the ownership by a legal entity of more than fifty percent (50%) of the outstanding shares or beneficial ownership of another entity; "Independent Work" means any contribution that You create for use with the Software or a Modification, and which does not contain Intellectual Property Rights from the original Software or a Modification; "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; "Larger Work" means a work which combines Software or Modifications, or portions thereof, with code not governed by the terms of this Licence; "Made Public" means making the Software or Modification available to the public, including providing the Source Code or Object Code of the Software or Modifications to a third party; uploading or installing the Software or Modifications onto a public facing display; or running the Software or Modifications on a server that serves public webpages; "MIT Licence" means the Open Source Initiative approved version of The MIT Licence in force at the time, currently found at: https://opensource.org/licenses/MIT; "Modification" means the Source Code and Object Code of (a) any file that results from an addition to, deletion from, or modification of the contents of a file containing Software or a previous Modification; (b) any new file that contains any part of the Software or a previous Modification; and (c) without prejudice to the exclusions below, any new file that is contributed or otherwise made available under this Licence, but excludes: • Independent Work that is required to make a Modification function ("Functional Independent Work"); and • Independent Work that is not required to make a Modification function ("Non-Functional Independent Work"). "Object Code" means any form resulting from mechanical transformation or translation of Source Code, including but not limited to compiled object code, generated documentation, and conversions to other media types; "Original Developer" means OneZoom, a charity registered in England and Wales with registered number: 1163559; "Software" means OneZoom's Tree of Life Explorer software located at the Original Developer's GitHub repository at: github.com/orgs/OneZoom and all updates, upgrades, releases and versions thereof, including: • the Source Code and Object Code; and • all other works or materials recorded or embodied in the software including the audio or visual content in any screen displays in the user interface; "Source Code" means the common form of computer software code, including but not limited to software source code and all associated documentation or configuration files included in, or with, such code; and "You" or "Your" means any not-for-profit entity (and any entity which Controls, is Controlled by, or is under common Control with such legal entity) or any individual or group of individuals acting in their personal capacity, exercising rights under this Licence. 1.2 References to a party is a party to this Licence; parties is to be construed accordingly. 1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.4 Unless otherwise specified, a reference to writing or written excludes faxes, texts and email. 1.5 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed so as not to limit the generality of any words or expressions in connection with which it is used. 1.6 Any obligation in this Licence on a person not to do something includes an obligation not to agree, allow, permit or acquiesce to that act or thing being done and to prevent such act or thing being done by a third party. 2 SCOPE OF LICENCE 2.1 Subject to clause 2.2, and compliance with this Licence, the Original Developer hereby grants to You a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence under the Intellectual Property Rights to use, reproduce, modify, display, distribute and sub-license (on the same terms as this Licence) the Software (or portions thereof), with or without Modifications, and as part of a Larger Work for charitable, non-commercial, not-for-profit purposes relating to the Advancement of Science. For the avoidance of doubt, You may sub- license the Intellectual Property Rights in any Software or a Modification to a for-profit organisation in relation to your use, reproduction, modification, display and/or distribution of such Software and Modifications under this Licence, but that for-profit organisation must not and cannot use such Software or Modifications for its own purposes (unless such use is in accordance with clause 3). 2.2 The Licence in clause 2.1 does not permit use of the Software or any Modifications to build a tree with sponsorable elements whether or not such sponsorship generates revenue. In this scenario, You must agree a separate licence with the Original Developer in accordance with clause 3.3. 2.3 Subject to the Original Developer acknowledging You in accordance with clause 4.1e), You hereby grant to the Original Developer a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use and exploit the Modifications, and any Functional Independent Works, (and any Non-Functional Independent Works uploaded to the Original Developer's GitHub repository in accordance with clause 4.1e), for any purpose. 2.4 Should the Original Developer Cease to Exist the Software, any Modifications and any Functional Independent Works, (and any Non-Functional Independent Works uploaded to the Original Developer's GitHub repository in accordance with clause 4.1e), shall automatically be licensed under the MIT Licence. 3 OTHER LICENCES FOR COMMERCIAL USE OR USE BY FOR-PROFIT ORGANISATIONS 3.1 For-profit organisations are not permitted to use or exploit the Software or any Modification under this Licence in any manner. If such organisations wish to use or exploit the Software or any Modification they must contact the Original Developer to negotiate a licence. 3.2 Where You wish to use or exploit the Software or any Modifications for commercial purposes You must contact the Original Developer to negotiate a separate royalty-paying or fee-paying licence. 3.3 If You wish to use the Software or any Modifications to build a tree with sponsorable elements whether or not such sponsorship generates revenue, You must agree a separate licence with the Original Developer. 3.4 The Original Developer takes the misuse of Software and Modifications by for-profit organisations seriously, and monitors use of the Software and any Modifications by any party for commercial purposes. 4 OBLIGATIONS AND RIGHTS OF CONTRIBUTORS 4.1 You warrant and represent that: a) Modifications or Independent Works You create, or to which You contribute, are Your original creation(s), or where such Modifications or Independent Works include Intellectual Property Rights of a third party, You have a licence from such third party to use its Intellectual Property Rights in Your Modifications and have included any acknowledgement required by such third party; b) any Software or Modifications that are Made Public shall: i. be licensed on the same terms as this Licence with the notice at Appendix 1, Part 1 included, and unless covered by clause 4.2, you will not licence Software or any Modifications under any other terms; and ii. be provided to the Original Developer (in accordance with clause 4.1e) and any third parties (in the manner agreed between You and such third parties) in Source Code form (and Object Code form if requested); c) You shall include the notices in Appendix 1, Part 2 in all copies of the Software or any Modifications; d) You will not remove any copyright, trade mark or other intellectual property notices, or any acknowledgements relating to the Original Developer or any third party, contained within the Software or any Modifications You use; and e) You shall provide the Original Developer with a copy of any Modifications, and any Functional Independent Works (and any Non-Functional Independent Works if You so wish) that are Made Public in Source Code form (and Object Code form on request) along with any acknowledgement You wish to be used, by uploading them to the Original Developer's GitHub repository at: github.com/orgs/OneZoom. 4.2 You may license: a) Functional Independent Works under any licence of your choice in addition to this Licence; and b) Non-functional Independent Works under any licence of your choice, or keep such works confidential. 5 VERSIONS OF THIS LICENCE 5.1 The Original Developer may publish revised or new versions of this Licence from time to time and each version will be given a new version number. 5.2 You must distribute and make the Software and Modifications available under the terms of the version of the License under which You originally received the Software and Modifications. 6 DISCLAIMER 6.1 THE ORIGINAL DEVELOPER PROVIDES THE SOFTWARE ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. 6.2 You are solely responsible for any Modifications, Functional Independent Works and Non- functional Independent Works You create ("Your Own Work") including i. determining the appropriateness of Your use or redistribution of the Software and Your Own Work, ii. the use and distribution of the Software and Your Own Work by any third party to whom You license these to, iii. Your exercise of permissions under, and non-compliance with, this Licence. 6.3 You assume any risks and costs associated with the creation, use and distribution of Your Own Work, including responsibility for any losses awarded against or incurred by the Original Developer in the event of your non-compliance with this licence, and any losses resulting from claims by third parties regarding infringement or alleged infringement of their Intellectual Property Rights in relation to Your Own Work. 7 SUPPORT 7.1 The Original Developer will not provide any support for the Software under this Licence. Should You require support from the Original Developer, You shall contact the Original Developer and agree the scope of, and costs for, any support. 7.2 You may choose to provide support to individuals or entities You make the Software or Modifications available to, but must do so on Your own behalf and make it clear that such support is offered by You alone. 8 LIMITATION OF LIABILITY 8.1 Under no circumstances, whether in tort (including negligence), contract, or otherwise, shall the Original Developer be liable to You or any third party for any direct, indirect, special, incidental, or consequential damages including, without limitation, damages for lost of profits, goodwill, use, data or other intangible losses, even if such party shall have been informed of the possibility of such damages, arising from Your or a third party's use of the Software or any Modifications, or Your or a third party's infringement of third party rights. 9 INTELLECTUAL PROPERTY 9.1 The Software (and Intellectual Property Rights in such Software) is owned by the Original Developer or its third party licensors and shall at all times remain vested in the Original Developer or its licensors. 9.2 The Software is protected by UK and international copyright and other intellectual property laws, and You are not permitted to use the Software, including copying such Software, except in accordance with this Licence. 9.3 You shall not use the name, trade marks, trade names, service marks, or product names of the Original Developer, except as required by clauses 4.1b)i or 4.1d) or as otherwise agreed with the Original Developer. 9.4 The Original Developer does not endorse, and You shall not suggest that the Original Developer endorses, any use You make of the Software or any Modifications. 10 TERMINATION 10.1 This License and the rights granted hereunder will terminate automatically if You fail to comply with the terms herein and fail to remedy such breach within 30 days of becoming aware of the breach. 10.2 The Original Developer may terminate Your rights under this Licence, at any time immediately on notice, if You are causing the Original Developer any damage, including reputational damage, in the Original Developer's absolute discretion. 10.3 In the event of termination in accordance with clauses 10.1 and 10.2, all end user licences and sub-licences that have been validly granted by You hereunder prior to termination shall survive termination. 11 OTHER 11.1 Nothing in this Licence shall supersede the terms of any separate licence agreements made by You formally and in writing with the Original Developer in relation to Modifications. 11.2 Subject to clause 11.1, this License represents the complete agreement concerning subject matter hereof between the Original Developer and You. 11.3 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. 11.4 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 11.5 You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). 12 QUESTIONS OR QUERIES 12.1 If You have any questions or queries regarding this Licence, including as to whether Your proposed use is permitted under this Licence, You may contact the Original Developer at mail@onezoom.org APPENDIX 1 Part 1 Licensed under the OneZoom Licence, Version 1 (the "Licence"). You may not use this software file unless you comply with the terms and obligations in the Licence. You may obtain a copy of the Licence at: www.onezoom.org/static/downloads/OneZoom_License_V1.pdf. Part 2 Copyright [YEAR] [NAME OF CONTRIBUTOR] [SHORT DESCRIPTION OF HOW YOU HAVE AMENDED SOFTWARE] THIS SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR THAT THIS SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON- INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED SOFTWARE IS WITH YOU. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS OF THIS SOFTWARE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THIS SOFTWARE OR THE USE OR OTHER DEALINGS IN THIS SOFTWARE.