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PlanetLab Europe Membership AgreementPlanetLab Europe is a consortium established to administer the PlanetLab Europe testbed. The PlanetLab Europe testbed is an overlay testbed; part of a worldwide federation of interconnected testbeds that are designed to allow researchers to experiment with networked applications and services that benefit from distribution across a wide geographic area. All uses of the testbed should be consistent with this high-level goal. The PlanetLab Europe Consortium is supervised by a Steering Committee consisting of “Steering Committee Members”. The Steering Committee is presided over by Université Pierre et Marie Curie – Paris 6, known as UPMC Paris Universitas (“UPMC”) with the assistance of INRIA as Vice-President. Direction of the Consortium is ensured by a Director General, who is a representative of UPMC and who operates under the authority of the Steering Committee. The PlanetLab Europe testbed consists of a set of Sites that provide resources to the testbed in return for access to the testbed. An institution that wishes to host a Site becomes a User Member of the Consortium by signing the present Membership Agreement, which consists of an Acceptable Use Policy and a set of Terms and Conditions of Membership. This agreement is signed between the User Member and UPMC after decision of the Steering Committee. Terms and Conditions of MembershipMembership in the PlanetLab Europe Consortium shall be granted by the Steering Committee of PlanetLab Europe in its sole and absolute discretion. Upon signature of the representative of UPMC, which will represent the “Effective Date” of membership of a member, this latter shall abide by and be subject to the terms and conditions as set forth in this Membership Agreement. Term and TerminationThe term of Membership shall begin on the Effective Date (signature of the representative of UPMC), and run until the next January 1st (the “Initial Term”) and shall then automatically renew for a two-year term ("Renewal Term"), at which point the Member may apply again for an additional three-year term. The payment of fees is staggered on each year. This Membership Agreement shall be binding upon and inure to the benefit of the parties and their employees, agents, representatives and successors. It is stated that the Membership Agreement shall automatically renew according to the provisions above and provided that members pay their dues each January 1st. In case of fees exemption, decided or not by the Steering Committee (participation to a FP7 project, academic member…), the Member concerned will still receive an invoice providing the reason of exemption and list of minimum hardware requirements of the nodes dedicated to PlanetLab, for each coming year. Member may terminate this Membership Agreement for any reason at any time upon thirty (30) days written notice to the Steering Committee’s representative; however, in the event of such termination, Member shall not have any right to fees or dues paid or owed to PlanetLab Europe. UPMC, on behalf of the PlanetLab Europe Steering Committee, may also terminate this Membership Agreement at any time upon thirty (30) days written notice to Member, or in case of any breach with this Node ContributionIf a Node Contribution required for the type of membership specified below, Member agrees to dedicate at least two server-class machines (called nodes) to the PlanetLab Europe test bed. Nodes must meet the minimum hardware requirements are in force at the time of entering into this Membership Agreement; these are appended to, and form an integral part, of this Membership Agreement. The nodes are exclusively devoted to PlanetLab Europe operations, and all data on the nodes are erased as part of the installation process.
Hosting sites are expected to do the following: The Member can expect the PlanetLab Europe operations team to take the following steps to ensure the security and integrity of the software running on each node: Membership Dues, Benefits, and ResponsibilitiesThe following schedule sets forth the dues for a 12-month membership period starting on January 1st, along with the associated benefits and responsibilities. Type of Membership:
If dues are required, UPMC will send an invoice to the Member upon signing the Membership Agreement. This invoice will specify the amount due for the Initial Term, which will be the amount for a full year prorated according to the portion of a full calendar year constituted by the Initial Term. Payment of these dues is required within thirty (30) days of receipt of the invoice. This invoice will also specify the minimum hardware requirements of the nodes dedicated to PlanetLab Europe. Payment of dues for each year of the Renewal Term is required by January 1st of each year. Charter Member
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This special Membership to PlanetLab Europe, with exemption fees, and for this kind of FP7 partners, shall also be conditioned to the validation by the Steering Committee.
Member’s duties and obligations are as set forth herein and as set forth in the PlanetLab Policies described in this Membership Agreement (collectively, “Membership Obligations”). The Membership Obligations may be amended from time to time by the Director General (as approved by the Steering Committee) of PlanetLab Europe, upon written notice to the Members of PlanetLab Europe (provided that this Membership Agreement and the terms set forth herein shall control in the event of conflict). Member shall be given at least thirty (30) days’ prior written notice of the effective date of an amendment, and amendments shall be only prospective in their effect and application. Member shall be bound by a duly adopted amendment unless Member elects to terminate this Membership Agreement. Failure to abide by the PlanetLab Policies may result in
disciplinary actions as deemed appropriate by the PlanetLab Director General (as approved by the Steering Committee), including termination or suspension of Membership.
Member shall bear its own costs and expenses related to its Membership, including, but not limited to, compensation payable to Member’s employees and consultants that participate in PlanetLab Europe on behalf of Member, and all travel and other expenses associated with the Member’s participation in PlanetLab Europe activities, such as PlanetLab events, PlanetLab Europe conferences. Member shall have no right of reimbursement from PlanetLab Europe.
PlanetLab Europe shall maintain a repository of Software submitted by Members in support of PlanetLab Europe's mission and purpose. Software and other Intellectual Property made available to Members by PlanetLab Europe is from one of five sources:
If Member desires to contribute Intellectual Property to the PlanetLab infrastructure (except for Software contributions, which shall be governed by the terms of paragraph B below), Member may do so by submitting to the PlanetLab Europe Director General a written Intellectual Property assignment or license agreement, specifying in detail what Intellectual Property is being contributed, what terms and conditions shall apply to the use of such Intellectual Property, and whether such Intellectual Property is subject to any obligations to third parties. In the absence of explicit written terms to the contrary, it shall be presumed that such Intellectual Property is non-exclusively licensed to PlanetLab Europe and Members on a worldwide, royalty-free basis (without the right to sublicense) and throughout the operational life of the platform, to use for academic, non-commercial research purposes within the PlanetLab network. Contributing Members may reserve all patent rights and copyrights whatsoever, including the right to restrict or prohibit commercial use or distribution of any such Intellectual Property. PlanetLab Europe is under no obligation to accept any such contribution; and no Member shall be compelled to make any such contributions; nor will the submission of any such contributions or licenses under this Membership Agreement affect such member's Intellectual Property rights in any non-contributed Intellectual Property or IntellectualProperty owned by such Member. The Director General shall notify the Membership of any accepted Intellectual Property.
If Member desires to contribute Software to the PlanetLab infrastructure, the PlanetLab Europe Director General shall distribute such Software as “open source” under terms and conditions substantially similar to the Simplified BSD Open Source License Agreements available at www.opensource.org (the “simplified BSD License”) as follow:
Text of the “simplified BSD license”:
THIS SOFTWARE IS PROVIDED BY THE AUTHOR ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY
WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE”.
Such distribution shall be subject to any third party obligations, to the contributing Member’s consent, and to any other applicable legal restrictions. If Member and PlanetLab Europe agree to distribute the contributed code as “open source”, Member shall set forth its consent in a letter and shall submit the Software in source code form along with the letter. Further, if Member’s contributed Software is distributed as “open source”, Member shall also publish necessary associated research materials under terms and conditions consistent with the terms and conditions of the associated Software that it contributes. In the event Member wishes to use or include third party Software as part of its open source contribution that, to the Member’s knowledge, would impair the ability to publish under the BSD License, Member shall promptly inform the PlanetLab Europe Director General of its intention and the licensing terms to be used.
Nothing herein shall be construed as to limit the ability to use or incorporate pre-existing software in the research that is provided under other license terms (e.g., a GPL License). Further, nothing herein shall compel Member to contribute its proprietary Software as described herein. PlanetLab Europe is under no obligation to accept any such Software contribution; and no Member shall be compelled to make any such contribution; nor will the submission of any such Software contributions under this Membership Agreement affect such Member's Intellectual Property rights in any non-contributed Intellectual Property or Software owned by Member. The Director General shall notify the Membership of any accepted Software.
Intellectual Property and Software created solely as a result of the efforts of those solely funded by Consortium fees, as defined in the Governance Plan shall be used in furtherance of PlanetLab Europe’s mission and goals. Such Intellectual Property shall be deemed to be contributed by way of a license to Member to use for such purpose on a royalty-free, perpetual, worldwide and non-exclusive basis. Software created solely as a result of these efforts will be distributed in source code form as “open source” under terms and conditions substantially similar to the BSD License. Such distribution shall be subject to any third party obligations and to any other applicable legal restrictions.
If during the term of this Membership Agreement any Intellectual Property is created jointly by Members and those solely funded by Consortium fees (excluding Software, which shall be governed by the terms of paragraph B below), the parties shall negotiate and decide between themselves as to whether a patent application will be filed and if so, who will file, prosecute and defend the application and resultant patent(s). Such Members shall retain all rights, title and interest in such jointly-created Intellectual Property for its own use (including the right to sublicense) without payment of any fee or accounting whatsoever to the other party or parties. The respective interest of Consortium in any such jointly-created Intellectual Property shall be treated as set forth in Paragraph II above.
If Software is jointly created by those funded solely by Consortium Fees and Member(s), such Software and documentation will be distributed in source code form as “open source” under terms and conditions substantially similar to the simplified BSD License, as provided in the article 5.1.B) above. Such distribution shall be subject to any third party obligations and to any other applicable legal restrictions.
If Member solely creates Intellectual Property or Software in connection with its use of the PlanetLab Europe network, Member shall retain all property rights in such Software or Intellectual Property. Member may, in its discretion, contribute such Intellectual Property or Software in accordance with Paragraph I. Furthermore, Members may deploy and test their proprietary Software on the PlanetLab Europe infrastructure provided that such use is in accordance with the terms of this Membership Agreement.
Member may enter into collaborative research arrangements with other Members of PlanetLab Europe provided that the l terms and activities of such collaborations do not violate the terms and conditions of this Membership Agreement.
Except as expressly provided by this Membership Agreement, Member does not grant or receive, by implication or otherwise, any intellectual property or other rights.
Although the technical and marketing issues and objectives of PlanetLab Europe are not confidential, Member shall not provide non-Members with PlanetLab Europe draft documents, disclose any content from the “Members Only” section of the PlanetLab Europe Website, or disclose information relating to PlanetLab Europe’s internal business or event planning without the express written approval of PlanetLab Europe Director General. No other material or information exchanged between Members as part of PlanetLab Europe activities shall be deemed confidential or proprietary unless disclosed under a previously executed written agreement between the parties present at time of disclosure.
During the term of this Membership Agreement, Member grants PlanetLab Europe permission to identify Member as a member of PlanetLab Europe in directories and marketing materials, including the PlanetLab Europe Website and in any other PlanetLab Europe communications unless Member sends PlanetLab Europe written notice of its desire not to be so identified. Member may publicly identify its own membership in PlanetLab Europe in documentation, press releases, brochures and other materials. All such identifications by either party shall be limited to the name and address of the Member or PlanetLab Europe, as the case may be.
This Agreement does not create a joint venture, partnership or other form of business association between the Members nor an obligation to develop, make available, use, license, buy or sell any information, product, services or technology.