RE: ASF for Google Code-In

["Radcliffe, Mark" <Ma...@dlapiper.com>]

I agree that the very broad indemnity is not appropriate for a foundation.  It covers all breaches of the agreement not just IP infringement

-----Original Message-----
From: Mark Thomas [mailto:markt@apache.org] 
Sent: Monday, October 31, 2016 4:19 PM
To: dev@community.apache.org
Subject: Re: ASF for Google Code-In

On 31/10/2016 22:53, Roman Shaposhnik wrote:
> Hi!
> 
> thanks for the positive feedback. As Mark said -- time is tight so 
> please respond to the following ASAP.
> 
> I went through the registration process on behalf of ASF and two 
> statements stood out:
>    1. Google is asking whether we'd be comfortable supplying
>     ~200 small'ish tasks. I think we are.

We should be able to do that.

>     2. There's an Organization Agreement that I'm expected to click
>     through. I'm attaching it bellow. It looks pretty bare bones to me,
>     but if anything jumps at you -- please let me know ASAP.

Two issues jump out at me.

You don't have the authority to sign it. You need to be an officer of the foundation to do that and as I recall you aren't currently a V.P..

I'm not comfortable with the Indemnities section. Our liability to Google is unlimited with no control over the expenses that Google could rack up. There are various scenarios that are well within the bounds of possibility that could trigger a liability for us. That exposes that ASF to a massive potential risk.

Google's liability to us is limited to a mere $1,000.

Putting on my director hat, V.P. Legal (Bcc'd) needs to sign off on this before anyone commits the ASF to this agreement.

>     3. They don't allow for aliases -- and are asking for Google account.
>     I'm volunteering my own.

No objections to that.

> All in all, I plan to complete the submission in 48 hours.

Given the concerns above, I'm unsure we'll be in a position to sign this in that timeframe.

Mark


> 
> Thanks,
> Roman.
> 
> GOOGLE CODE-IN 2016
> MENTOR ORGANIZATION AGREEMENT
> 
> PLEASE READ THIS MENTOR ORGANIZATION AGREEMENT CAREFULLY.
> 
> By registering and clicking “I have read and agree to this 
> Organization Agreement” you agree to be bound by the terms of this 
> Mentor Organization Agreement (“Agreement”) and it forms a binding 
> legal agreement between Google Inc., having a principal place of 
> business at 1600 Amphitheatre Parkway, Mountain View, CA 94043 
> (“Google”), and your open source organization (“Organization”) with 
> respect to the Google Code-in 2016 Contest (“Contest”).
> 
> If you are accepting on behalf of your Organization, you represent and 
> warrant that (i) you have full legal authority to bind your 
> Organization to these terms and conditions, (ii) that you have read 
> and understand this Agreement, and (iii) that you agree, on behalf of 
> the Organization that you represent, to this Agreement. If you don't 
> have the legal authority to bind your Organization to these terms and 
> conditions, please do not click the "I have read and agree to this 
> Organization Agreement" checkbox.
> 
> The words "include" and "including" as used in this Agreement mean 
> “including but not limited to.”
> 
>  Registration.
> 
>  Eligibility for Participation. By registering to be a mentor 
> organization in the Contest, the Organization represents and warrants
> that:
> 
> it is running an active and viable open source or free software 
> organization; it has already produced and released software under an 
> Open Source Initiative approved license; it is not based in a United 
> States embargoed country, or otherwise prohibited by applicable export 
> controls and sanctions programs; and if the Organization is an 
> individual,
> 
> you are not a resident of a United States embargoed country; you are 
> not ordinarily resident in a United States embargoed country, or 
> otherwise prohibited by applicable export controls and sanctions 
> programs; and you are at least eighteen (18) years of age; and
> 
> it participated in Google Summer of Code previously.
> 
> Verifying Eligibility. Google reserves the right to verify eligibility 
> at any time. The Organization agrees to provide Google with any proof 
> of eligibility requested by Google and refusal or failure to timely 
> provide such proof may result in the Organization’s removal from the 
> Contest.
> Application. As part of the registration process, the Organization 
> must fill out an application to become a mentor organization by the 
> deadline stated on the Contest website. Google may accept or reject 
> any application in its sole discretion.
> Tax Forms. Google may provide tax forms to the Organization and 
> instructions for sending the completed forms to Google. The 
> Organization’s application will not be complete unless it returns 
> these completed forms to Google.
> 
>  Participation.
> 
>  Organization Responsibilities. If Google accepts the Organization’s 
> application, the Organization agrees to perform all necessary 
> additional steps required for the Organization to participate in the 
> Contest. At a minimum, the Organization will:
> 
> provide a pool of tasks for contestants to choose from, which are 
> publicly published by the Organization; make available five (5) or 
> more individuals responsible for helping contestants integrate with 
> the Organization’s community; assign mentors (and alternates in case 
> such mentor becomes
> unavailable) to monitor the progress of contestants working on the 
> Organization’s tasks and mentoring them as the Contest proceeds; 
> evaluate contestants’ entries for tasks within thirty-six (36) hours 
> of submission and decide whether or not the task has been completed 
> successfully; assign at least two (2) administrators to act as a main 
> point of contact for Google; and evaluate the work of the ten (10) 
> highest scoring contestants and select five (5) contestants as 
> Finalists and two (2) of those Finalists as Grand Prize Winners for 
> the Organization.
> 
>  Mentors and Administrators. The Organization is responsible for its 
> mentors and administrators. Mentors and administrators must use 
> professional and courteous conduct when interacting with the 
> contestants; otherwise, they will be removed from the Contest.
> 
>  Mentors.
> 
> Mentors must be:
> 
> at least eighteen (18) years of age, or between the ages of thirteen
> (13) to seventeen (17) if their parent or legal guardian consents to 
> their participation as a mentor as evidenced by their signing of the 
> Google Code-in Contest Parental Consent and Waiver and Release; 
> contributors for the corresponding organization; and assigned by an 
> Organization administrator via the Contest website.
> 
> Due to shipping difficulties, Google will not ship physical goods to 
> the following countries: Argentina, Belarus, Brazil, Chile, Colombia, 
> Kazakhstan, Mexico, Myanmar (Burma), Peru, Russia, and Ukraine 
> (collectively, “Restricted Countries”). Mentors residing in Restricted 
> Countries will not receive any promotional materials (including
> t-shirts) from Google for their participation.
> Mentors must respond to contestant requests within thirty-six (36) hours.
> 
>  Administrators. The Organization’s administrators must:
> 
> create the Organization's profile on the Contest website; submit the 
> Organization's application to Google; publish the Organization’s list 
> of tasks and maintain a minimum of twenty-five (25) available tasks 
> for contestants to choose from throughout the Contest; act as the main 
> point of contact between Google and the Organization; respond to any 
> inquiries from Google within thirty-six (36) hours; assign a backup 
> mentor should a mentor be unable to work with a contestant; submit all 
> evaluations by the deadlines; submit the Organization's selections for 
> their five (5) Finalists, and the two (2) Finalists selected as their 
> Grand Prize Winners, to the Contest website by the published deadline; 
> and write and submit a blog post to Google about the Organization's 
> participation in the Contest at the end of the Contest.
> 
>  Rights to Submissions.
> 
> “Submission” means any materials the Organization submits to Google in 
> connection with the Contest.
> The Organization retains all ownership rights it has in Submissions 
> before submitting it.
> The Organization grants Google a non-exclusive, worldwide, perpetual, 
> irrevocable, free license (with the right to sublicense) to reproduce, 
> prepare derivative works of, distribute, perform, display, and 
> otherwise use the Submissions only for the purpose of administering 
> the Contest and promoting Google Code-in.
> 
>  Privacy.
> 
>  How Google May Use Information Provided by the Organization.
> 
> Google will use the information provided by the Organization during 
> registration and in any subsequent communications to administer the 
> Contest (including verifying eligibility to participate and sending 
> notifications regarding the Contest). This data may be transferred 
> into the United States and will be used and maintained in accordance 
> with Google’s Privacy Policy.
> In addition to the uses set forth in Google’s Privacy Policy, Google 
> may use the Organization’s information as follows:
> 
> Google may use the Organization’s aggregated, non-personally 
> identifiable information for statistical purposes.
> Google and its agents may use the Organization’s name, logo, and 
> statements without compensation to promote Google Code-in, including 
> displaying it on the Contest website.
> 
>  Sharing Information. In addition to the circumstances set forth in 
> Google’s Privacy Policy, Google may share the Organization’s 
> information as follows:
> 
> The Organization’s name may be displayed publicly on the Contest 
> website and any archives of the Contest website.
> Google may share the name and contact information of the 
> Organization’s mentors and administrators with other third parties 
> (such as shipping processors) to administer the Contest.
> 
> Accessing Profile Information. The Organization may may access and 
> review the personal information in its Contest profile and edit such 
> information through its profile during the Contest period. If the 
> Organization would like to edit such information after the Contest 
> period, the Organization may write to Google (Attention: Open Source 
> Programs Office) at the address listed in the preamble above for 
> further assistance..
> 
>  Representations, Warranties, Indemnities.
> 
>  Representations and Warranties. The Organization represents and warrants that:
> 
> the information provided about its organization during registration or 
> in subsequent communications with Google is accurate; and in reviewing 
> submitted entries from contestants, it will not discriminate on the 
> basis of age, race, creed, color, religion, sex, sexual orientation, 
> national origin, disability, marital or veteran status or any other 
> basis that is prohibited by applicable law.
> 
> Indemnities. The Organization will indemnify Google and its 
> affiliates, directors, officers, employees against all liabilities, 
> damages, losses, costs, fees (including legal fees), and expenses 
> relating to any allegation or third-party legal proceeding to the 
> extent arising from the Organization’s acts or omissions (including 
> those of its employees and agents) related to participating in the 
> Contest, including breach of this Agreement.
> 
> Disclaimer. THE CONTEST WEBSITE IS PROVIDED ON AN "AS IS" AND "AS 
> AVAILABLE" BASIS. GOOGLE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES 
> (EXPRESS OR IMPLIED), INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND 
> FITNESS FOR A PARTICULAR PURPOSE. GOOGLE IS NOT RESPONSIBLE FOR ANY 
> INCOMPLETE, FAILED, OR DELAYED TRANSMISSION OF INFORMATION DUE TO THE 
> INTERNET, INCLUDING INTERRUPTION OR DELAYS CAUSED BY EQUIPMENT OR 
> SOFTWARE MALFUNCTION OR OTHER TECHNICAL PROBLEMS.
>  Limitation of Liability.
> 
> Liability. IN THIS SECTION 6 (LIMITATION OF LIABILITY), “LIABILITY”
> MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, 
> INCLUDING FOR NEGLIGENCE.
> Limitations. GOOGLE’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO 
> DIRECT DAMAGES, WHICH WILL NOT EXCEED US$1,000 IN AGGREGATE.
> Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR 
> LIMITS GOOGLE’S LIABILITY FOR MATTERS FOR WHICH LIABILITY CANNOT BE 
> LIMITED UNDER APPLICABLE LAW.
> 
>  General.
> 
> Assignment. The Organization may not assign or delegate this Agreement 
> or any part of it without the prior written approval of Google. Google 
> may assign or delegate this Agreement or any part of it upon 
> notification, which may be posted on the Contest website or sent to 
> the contact information provided upon registration.
> Google’s Affiliates, Consultants, and Contractors. Google may use its 
> affiliates, consultants, and contractors in connection with the 
> performance of its obligations and exercise of its rights under this 
> Agreement.
> No Waiver. Neither party will be treated as having waived any rights 
> by not exercising (or delaying the exercise of) any rights under this 
> Agreement.
> No Agency. This Agreement does not create any agency, partnership, or 
> joint venture between the parties.
> No Third Party Beneficiaries. This Agreement does not confer any 
> benefits on any third party unless it expressly states that it does.
> Entire Agreement. This Agreement sets out all terms agreed between the 
> parties and supersedes all other agreements between the parties 
> relating to its subject matter. In entering into this Agreement 
> neither party has relied on, and neither party will have any right or 
> remedy based on, any statement, representation or warranty (whether 
> made negligently or innocently), except those expressly set out in 
> this Agreement.
> Amendments. Any amendment must be in writing, signed by both parties, 
> and expressly state that it is amending this Agreement.
> Severability. If any term (or part of a term) of this Agreement is 
> invalid, illegal or unenforceable, the rest of the Agreement will 
> remain in effect.
> Translations. In the event of any discrepancy between the English 
> version of this Agreement and a translated version, the English 
> version will govern.
> Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT 
> WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF 
> LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE 
> COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO 
> PERSONAL JURISDICTION IN THOSE COURTS.
> 
> 
> On Mon, Oct 31, 2016 at 7:27 AM, Stian Soiland-Reyes <st...@apache.org> wrote:
>> +1 to have a go, we discussed it in Taverna as well, we could give 
>> +them
>> something to do in the Android app.
>>
>> It would be a bit similar to HelpWanted.apache.org I guess, but with 
>> mentoring..? It would have to be quite bite-sized for high school 
>> students, but you would probably also be surprised as to what some of them can do!
>>
>> On 30 Oct 2016 11:22 pm, "Roman Shaposhnik" <ro...@shaposhnik.org> wrote:
>>
>>> Hi!
>>>
>>> a project I mentor got interested in:
>>>      https://developers.google.com/open-source/gci/
>>>
>>> Has there been any attempts to have ASF as a mentoring organization 
>>> there?
>>>
>>> The current list of orgs is pretty eclectic:
>>>    https://codein.withgoogle.com/archive/2015/organization/
>>> but given that folks like Ubuntu are on the list I don't see why ASF 
>>> shouldn't be.
>>>
>>> Thanks,
>>> Roman.
>>>
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