Schedule 2: Vault contribution terms

Schedule 2: Vault contribution terms

These terms apply each time you submit a tool to the Vault. Sharing is optional.

Part A: Contributing a tool

A1 You keep ownership. You keep ownership of your Contributed Tool, other than any Empwr Materials or other members' tools within it.

A2 Licence to Empwr. You grant Empwr a non-exclusive, worldwide, perpetual, royalty-free licence to use, copy, test, modify, adapt, package, publish and distribute your Contributed Tool:

• (a) to members through the Vault, who may use and tailor it on the same terms as other Vault Tools;
• (b) for internal use by Empwr and its related bodies corporate, including New Wave Group entities; and
• (c) to show and describe it in Empwr's marketing, with your consent to be named under A7.

Empwr may sublicense these rights to members and its related bodies corporate. The licence is irrevocable for every version you have submitted. Royalty-free applies until any Revenue Share Terms under Part B apply to the tool.

A3 Withdrawing a tool. You may ask Empwr to withdraw your Contributed Tool with [30] days' notice. Empwr will stop offering it for new installs. Members who already installed it keep their rights to the installed versions.

A4 Your promises. For each Contributed Tool, you promise that:

• (a) you have the right to contribute it, and it is your original work or properly licensed;
• (b) it does not infringe anyone's rights, and any open-source components are used in line with their licences;
• (c) it contains no Client Data, personal information, passwords, keys or malware; and
• (d) you have told Empwr about any limitations or known problems you are aware of.

A5 Empwr's review. Empwr may accept, reject, request changes to, edit, rename, package or remove a Contributed Tool at any time. Empwr's review is limited to scanning for secrets and client data, checking licences, and checking the tool installs and runs. Acceptance is not an endorsement or a security or compliance assurance.

A6 Your responsibility to other members. Other members take your Contributed Tool as is and are responsible for it once installed, under clause 6. You are not liable to them for how they use or tailor it, except for a breach of your promises in A4.

A7 Credit. Empwr will credit your firm as the contributor, unless you ask not to be named. You consent to Empwr using your firm name for this.

A8 Contributor reward. For each Contributed Tool Empwr accepts, you receive one month of Membership free, or another reward published in the portal. No other payment is due unless Part B applies.

A9 Updates. You may submit updates to your Contributed Tool. Empwr may also maintain and update it.

Part B: Future revenue share (not yet in force)

B1 Intention. Empwr intends to explore a program in which contributors share in revenue earned from their Contributed Tools, similar to app marketplaces. Examples include paid premium tools or usage-based fees.

B2 Not in force. Part B creates no right to payment. A right to payment arises only if Empwr publishes Revenue Share Terms and you opt in for a specific tool.

B3 Indicative principles (not binding). Empwr expects any Revenue Share Terms to include:

• (a) a contributor share of [70]% of net revenue attributable to the tool, where net revenue is revenue received less GST, payment processing costs and refunds;
• (b) monthly statements, with payment within [30] days after month end once a minimum threshold is reached;
• (c) contributors responsible for their own tax, and quoting an ABN; and
• (d) a right for contributors to query statements.

B4 Earlier versions. If Revenue Share Terms are introduced, they apply only to tools you opt in. The licence in A2 continues for versions submitted before then.