Thank you for making contributions to this Project. In order to clarify certain things in relation to the Project, including the ownership of intellectual property rights, Canva Pty Ltd (ACN 158 929 938) ("Canva") requires that you accept this Contributor Licence Agreement ("Agreement").
Canva Authorised Persons means the licensees, contractors, assignees and successors of Canva, and their licensees and any other person authorised by any of them.
Code means the computer software code, whether in human-readable or machine-executable form, that is Submitted by You to Canva under this Agreement.
Contribution means:
- (a) the Code;
- (b) any other material that is Submitted by You for inclusion in the Project, or which relates to any part of the Project or documents any part of the Project; and
- (c) any derivatives of the above.
Project means any work, product or project owned or managed by Canva.
Submit means to upload, submit, transmit, or distribute or communicate (by electronic, oral or written means) Code or any other material, including communication on electronic mailing lists, source code control systems, or issue tracking systems that are managed by, or on behalf of, Canva for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as 'Not a Contribution'.
You includes:
- (a) the person that accepts this Agreement;
- (b) where an employee accepts this Agreement on behalf of their employer, that employer; and
- (c) where an agent, attorney, contractor or officer accepts this Agreement on behalf of another person, that other person.
You must accept this Agreement before Submitting a Contribution to the Project. This Agreement covers any and all Contributions that You Submit to Canva now or in the future.
- (a) You hereby grant to Canva a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, sub-licensable, transferable licence to use, reproduce, disclose, modify, create derivative works of, display, perform, communicate, distribute, make, have made, offer for sale, sell, import, dispose of and otherwise exploit the Contributions and any intellectual property rights that protect or subsist in such Contributions.
- (b) Canva may sub-license its rights in paragraph (a) to any person, including any recipient of software, documentation and material distributed by Canva, and including in multiple tiers.
- (c) To the extent you are the creator of the Contributions, you hereby irrevocably and unconditionally consent, to the maximum extent permitted by law, to Canva and the Canva Authorised Persons doing anything that might otherwise be considered an infringement of your moral rights anywhere in the world in relation to the Contributions.
- (d) Each party reserves all rights not expressly granted in this Agreement.
Except for any third party materials Submitted in accordance with clause 4.2, You warrant and represent that:
- (a) You are the sole legal and beneficial owner of all right, title and interest (including intellectual property rights) in and to the Contributions;
- (b) Canva and the Canva Authorised Persons will not, in using the Contributions as contemplated by this Agreement, infringe the intellectual property rights or moral rights of any person; and
- (c) Canva and the Canva Authorised Persons will be entitled to use the Contributions as contemplated by this Agreement without needing to pay any money to any person, whether by way of licence fees, royalties, damages or otherwise.
- (a) Should You wish to Submit materials for which You are not the sole legal and beneficial owner, You may Submit them to Canva if the relevant material is Submitted separately to the rest of Your Contribution and conspicuously marked as 'Not a Contribution: Submission Contains Materials of a Third Party', followed by complete details of its source and of any licence or other restriction or which You are aware.
- (b) You represent and warrant that:
- (i) each Submission includes complete details of any third party licence or other restriction of which You are aware and which affects Your Contribution or any part of it;
- (ii) You have and will continue to have valid and subsisting licences to license the Contribution as contemplated by this Agreement, and Canva and the Canva Authorised Persons will not, in using the Contribution as contemplated by this Agreement, infringe the intellectual property rights or moral rights of any person; and
- (iii) Canva and the Canva Authorised Persons will be entitled to use the Contributions as contemplated by this Agreement without needing to pay any money to any person, whether by way of licence fees, royalties, damages or otherwise.
If You are signing this Agreement on behalf of another person, You represent and warrant that You have the authority to make the Submission and to bind that person to the obligations contained in this Agreement.
You are not expected to provide support for Your Contributions, unless You choose to do so. Unless required by applicable law or agreed to in writing, and except for the warranties expressly stated in this clause 4, the Contributions made under this Agreement are provided without warranty of any kind, including any warranty of merchantability or fitness for a particular purpose.
You agree to notify Canva in writing of any facts or circumstances of which You later become aware that would make Your representations in this Agreement inaccurate in any respect.
You agree that Contributions and information about Contributions may be maintained indefinitely and disclosed publicly by Canva and Canva Authorised Persons, including Your name and other information that You provide with Your Submission.
This Agreement may be amended only by another agreement or deed executed by both parties.
This Agreement contains the entire agreement between the parties with respect to its subject matter.
This Agreement is governed by the laws of New South Wales, Australia. In relation to it and related non-contractual matters each party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there, and waives any right to object to the venue on any ground.