The “Technology Impact License” aims to make it easier for social enterprises to collaborate with charitable organisations and researchers in a mutually beneficial way. Social enterprises that collaborate with charitable organisations and researchers often gain access to valuable resources, highly-specialist expertise, and hard-earned insights that would otherwise take years to accumulate.
However, these benefits do not come without risks. For example, limited access to capital for early-stage social enterprises often means that these companies are unable or unwilling to go through the costly and lengthy process of registering their patents and designs.
The “Technology Impact License” aims to provide social enterprises with intellectual property protection, while enabling charitable organisations and researchers to freely use the Licensed Technology for legally charitable or non-commercial research purposes.
For documentation shared online, include a link to this page within the copyright notice.
© 2018 by Example Company. Available under the terms and conditions of the <a href="https://www.socialhardware.in/license.html">Technology Impact 1.0 License</a>.
For documentation shared offline, include the license information within the copyright notice.
© 2018 by Example Company. Available under the terms and conditions of the Technology Impact 1.0 License: https://www.socialhardware.in/license.html
For private projects that do not involve the participation of the public, it's often best to negotiate a bespoke agreement between any collaborators involved. This type of bespoke agreement often contains additional terms and conditions regarding confidentiality, intellectual property, and commercial use of the Licensed Technology.
If you're planning to collaborate with a specific third party on a private project, we can help you draft a bespoke agreement based on the Technology Impact 1.0 License but tailored to your specific arrangement.
The Licensed Technology (as defined below) is provided to you under the terms and conditions of this Technology Impact License agreement ("Agreement"). This Agreement governs how you may use, copy, modify, and distribute the Licensed Technology, and how you may make, have made, and distribute Products based on that Licensed Technology (“License”).
Social Hardware International Private Limited is not a party to this Agreement and does not constitute an endorsement of the Licensor or the Licensed Technology nor does it imply any involvement by Social Hardware International Private Limited in the development/creation of any Documentation or Products.
Social Hardware International Private Limited provides no warranties regarding this license terms, any material licensed under this Agreement.
Social Hardware International Private Limited disclaims any and all liability, damages, losses, costs etc., resulting from or arising out of in connection with the usage of this Agreement.
In relation to a Party, means any entity or person which controls, is controlled by, or is under common control with that Party. For the purposes of this definition, ‘control’ shall mean direct or indirect beneficial ownership of 50% (or, outside a Party’s home territory, such lesser percentage as is the maximum permitted level of foreign investment) or more of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that entity or person, as the case may be.
The documentation represents the Licensed Technology including but not limited to the schematic diagrams, designs, circuit or circuit board, layouts, mechanical drawings (including CAD, CAM, and other data files used for manufacture), flow charts and descriptive text, and other explanatory material that is explicitly stated as being made available under the conditions of this Agreement to the Licensee by the Licensor. The Documentation may be in any medium, any tangible or intangible form of expression, including but not limited to computer files in open or proprietary formats and representations on paper, film, or other media.
Any natural or legal person that creates or modifies Documentation and subsequently communicates to the public and/or distributes the resulting Documentation under the terms and conditions of this Licence.
Any natural or legal person exercising rights under this Licence.
The Licensor and the Licensee, and ‘Party’ shall mean either of them.
To allow the Licensor a protected global distribution of the Licensed Technology (and any product manufactured by the Licensor based on the Licensed Technology) and grow the understanding of Licensed Technology in order to create a better version of the Licensed Technology, notwithstanding the use of Licensed Technology to the Licensee is limited only for legally charitable and non-commercial research purposes only.
The product described in the Documentation, which is explicitly stated as being made available under the conditions of this Licence.
Subject to the acceptance of the terms and conditions by the Licensee of this Agreement, the Licensor hereby grants to the Licensee, a revocable, non-sub licensable, non-exclusive:
It is acknowledged and agreed that no licence is granted by the Licensor to the Licensee other than the licence(s) expressly granted by the provisions of this clause 2. Without prejudice to the generality of the foregoing the Licensor reserves all rights under the Licensed Technology.
The Licensee represents and warrants that, and shall ensure that all its usage of the Licensed Technology granted to it hereunder shall comply with all applicable laws and regulations in each part of the Territory. The Licensor shall indemnify and hold harmless the Licensor for any loss, claim, damages, etc., to the Licensor, arising or in connection with any breach of this Clause by the Licensee or its Affiliates, agents, employees, contractors, etc.
The Licensee agrees and undertakes to immediately notify the Licensor of any Derivative Product and undertakes to grant the Licensor an irrevocable, royalty paid, perpetual unconditional license to utilise the Derivative Product and shall disclose the specifications of the same to the Licensor. In the event the Licensee distributes or utilises any Derivative Product, the Licensee shall provide due credit to the Licensor by expressly and conspicuously identifying the Licensor’s name and usage of Licensed Technology in making the Derivative Product.
The Licensee acknowledges that the Licensed Technology is at an early stage of development. Accordingly, specific results cannot be guaranteed and any results, materials, information or other items (together ‘Delivered Items’) provided under this Agreement are provided ‘as is’ and without any express or implied warranties, representations or undertakings. As examples, but without limiting the foregoing, the Licensor does not give any warranty that Delivered Items are of merchantable or satisfactory quality, are fit for any particular purpose, comply with any sample or description, or are viable, uncontaminated, safe or non-toxic.
The License as granted by the Licensor to the Licensee under this Agreement is in consideration of the Licensee agreeing to the terms and conditions of the Agreement. Without prejudice to the forgoing, the Licensor agrees and acknowledges that in the event of a proposal to utilise the Licensed Technology and/or the Derivative Products other than in accordance with the terms and as set out in this Agreement, Parties shall discuss such proposal and mutually agree upon a consideration in relation to such proposed utilisation.
Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of the Licensed Technology, and the Parties shall discuss with each other to decide the best way to respond to such infringement.
If any warning letter or other notice of infringement is received by a Party, or legal suit or other action is brought against a Party, alleging infringement of third party rights in the Licensed Technology that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond.
Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Technology as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Technology, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. To the extent possible, in no event will the Licensor be liable to the Licensee on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this license or use of the Licensed Technology, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.
The Licensee shall indemnify the Licensor against any loss, damages, costs or expenses which are awarded against or incurred by the Licensor as a result of any claim or threatened claim concerning the use by the Licensee or any contravention of the terms and conditions of this Agreement or otherwise in connection with the usage of the Licensed Technology.
This Agreement may only be amended in writing signed by duly authorised representatives of the Licensor and the Licensee.
The Licensee shall not assign, mortgage, charge or otherwise transfer, assign any of its rights or obligations under this Agreement. The Licensor shall however be free to transfer, assign any of its rights or obligations under this Agreement.
No failure or delay on the part of either Party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
If any provision or part of this Agreement is held to be invalid, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law.
Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.
Each Party agrees to execute, acknowledge and deliver such further instruments, and do all further similar acts, as may be necessary or appropriate to carry out the purpose and intent of this Agreement. Except as provided in this Agreement, the Licensee shall not use the name of the Licensor in connection with or in consequence of this Agreement, without the prior written consent of the Licensor. The Licensor shall however be free to make any press or other public announcement concerning any aspect of this Agreement, or make any use of the name of the Licensee in connection with or in consequence of this Agreement.
This Agreement, including its Schedules, sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter. The Parties acknowledge that they are not relying on any representation, agreement, term or condition which is not set out in this Agreement.
If you have any questions or would like to request an amended version of the Technology Impact 1.0 License for private projects please get in touch.