HIPPOCRATIC LICENSE
Version 3.0, October 2021
*\Hyperlink*
TERMS AND CONDITIONS
TERMS AND CONDITIONS FOR USE, COPY, MODIFICATION, PREPARATION OF DERIVATIVE
WORK, REPRODUCTION, AND DISTRIBUTION:
* DEFINITIONS:
This section defines certain terms used throughout this license agreement.
1.1. "License” means the terms and conditions, as stated herein, for use,
copy, modification, preparation of derivative work, reproduction, and distribution
of Software (as defined below).
1.2. "Licensor” means the copyright and/or patent owner or entity authorized
by the copyright and/or patent owner that is granting the License.
1.3. "Licensee” means the individual or entity exercising permissions granted
by this License, including the use, copy, modification, preparation of derivative
work, reproduction, and distribution of Software (as defined below).
1.4. "Software” means any copyrighted work, including but not limited to software
code, authored by Licensor and made available under this License.
1.5. "Supply Chain” means the sequence of processes involved in the production
and/or distribution of a commodity, good, or service offered by the Licensee.
1.6. "Supply Chain Impacted Party” or "Supply Chain Impacted Parties” means
any person(s) directly impacted by any of Licensee’s Supply Chain, including
the practices of all persons or entities within the Supply Chain prior to a
good or service reaching the Licensee.
1.7. "Duty of Care” is defined by its use in tort law, delict law, and/or
similar bodies of law closely related to tort and/or delict law, including without
limitation, a requirement to act with the watchfulness, attention, caution,
and prudence that a reasonable person in the same or similar circumstances would
use towards any Supply Chain Impacted Party.
1.8. "Worker” is defined to include any and all permanent, temporary, and
agency workers, as well as piece-rate, salaried, hourly paid, legal young (minors),
part-time, night, and migrant workers.
* INTELLECTUAL PROPERTY GRANTS:
This section identifies intellectual property rights granted to a Licensee.
2.1. Grant of Copyright License: Subject to the terms and conditions of this
License, Licensor hereby grants to Licensee a worldwide, non-exclusive, no-charge,
royalty-free copyright license to use, copy, modify, prepare derivative work,
reproduce, or distribute the Software, Licensor authored modified software,
or other work derived from the Software.
2.2 Grant of Patent License: Subject to the terms and conditions of this License,
Licensor hereby grants Licensee a worldwide, non-exclusive, no-charge, royalty-free
patent license to make, have made, use, offer to sell, sell, import, and otherwise
transfer Software.
* ETHICAL STANDARDS:
This section lists conditions the Licensee must comply with in order to have
rights under this License.
The rights granted to the Licensee by this License are expressly made subject
to the Licensee’s ongoing compliance with the following conditions:
3.1. The Licensee SHALL NOT, whether directly or indirectly, through agents
or assigns:
3.1.1. Infringe upon any person's right to life or security of person, engage
in extrajudicial killings, or commit murder, without lawful cause
(See Article 3, *United Nations Universal Declaration of Human Rights*; Article
6, *International Covenant on Civil and Political Rights*)
3.1.2. Hold any person in slavery, servitude, or forced labor
(See Article 4, *United Nations Universal Declaration of Human Rights*; Article
8, *International Covenant on Civil and Political Rights*);
3.1.3. Contribute to the institution of slavery, slave trading, forced labor,
or unlawful child labor
(See Article 4, *United Nations Universal Declaration of Human Rights*; Article
8, *International Covenant on Civil and Political Rights*);
3.1.4. Torture or subject any person to cruel, inhumane, or degrading treatment
or punishment
(See Article 5, *United Nations Universal Declaration of Human Rights*; Article
7, *International Covenant on Civil and Political Rights*);
3.1.5. Discriminate on the basis of sex, gender, sexual orientation, race, ethnicity,
nationality, religion, caste, age, medical disability or impairment, and/or
any other like circumstances
(See Article 7, *United Nations Universal Declaration of Human Rights*; Article
2, *International Covenant on Economic, Social and Cultural Rights*; Article
26, *International Covenant on Civil and Political Rights*);
3.1.6. Prevent any person from exercising his/her/their right to seek an effective
remedy by a competent court or national tribunal (including domestic judicial
systems, international courts, arbitration bodies, and other adjudicating bodies)
for actions violating the fundamental rights granted to him/her/them by applicable
constitutions, applicable laws, or by this License
(See Article 8, *United Nations Universal Declaration of Human Rights*; Articles
9 and 14, *International Covenant on Civil and Political Rights*);
3.1.7. Subject any person to arbitrary arrest, detention, or exile
(See Article 9, *United Nations Universal Declaration of Human Rights*; Article
9, *International Covenant on Civil and Political Rights*);
3.1.8. Subject any person to arbitrary interference with a person's privacy,
family, home, or correspondence without the express written consent of the person
(See Article 12, *United Nations Universal Declaration of Human Rights*; Article
17, *International Covenant on Civil and Political Rights*);
3.1.9. Arbitrarily deprive any person of his/her/their property
(See Article 17, *United Nations Universal Declaration of Human Rights*);
3.1.10. Forcibly remove indigenous peoples from their lands or territories or
take any action with the aim or effect of dispossessing indigenous peoples from
their lands, territories, or resources, including without limitation the intellectual
property or traditional knowledge of indigenous peoples, without the free, prior,
and informed consent of indigenous peoples concerned
(See Articles 8 and 10, *United Nations Declaration on the Rights of Indigenous
Peoples*);
3.1.11. (Module -- Carbon Underground 200) Be an individual or entity, or a
representative, agent, affiliate, successor, attorney, or assign of an individual
or entity, on the FFI Solutions Carbon Underground 200 list;
3.1.12. (Module -- Ecocide) Commit ecocide:
3.1.12.1 For the purpose of this section, "ecocide" means unlawful or wanton
acts committed with knowledge that there is a substantial likelihood of severe
and either widespread or long-term damage to the environment being caused by
those acts;
3.1.12.2 For the purpose of further defining ecocide and the terms contained
in the previous paragraph:
3.1.12.2.1. "Wanton" means with reckless disregard for damage which would be
clearly excessive in relation to the social and economic benefits anticipated;
3.1.12.2.2. "Severe" means damage which involves very serious adverse changes,
disruption, or harm to any element of the environment, including grave impacts
on human life or natural, cultural, or economic resources;
3.1.12.2.3. "Widespread" means damage which extends beyond a limited geographic
area, crosses state boundaries, or is suffered by an entire ecosystem or species
or a large number of human beings;
3.1.12.2.4. "Long-term" means damage which is irreversible or which cannot be
redressed through natural recovery within a reasonable period of time; and
3.1.12.2.5. "Environment" means the earth, its biosphere, cryosphere, lithosphere,
hydrosphere, and atmosphere, as well as outer space
(See Section II, *Independent Expert Panel for the Legal Definition of Ecocide*,
Stop Ecocide Foundation and the Promise Institute for Human Rights at UCLA School
of Law, June 2021);
3.1.13. (Module -- Extractive Industries) Be an individual or entity, or a representative,
agent, affiliate, successor, attorney, or assign of an individual or entity,
that engages in fossil fuel or mineral exploration, extraction, development,
or sale;
3.1.14. (Module -- BDS) Be an individual or entity, or a representative, agent,
affiliate, successor, attorney, or assign of an individual or entity, identified
by the Boycott, Divestment, Sanctions ("BDS") movement on its website ([https://bdsmovement.net/](https://bdsmovement.net/)
and [https://bdsmovement.net/get-involved/what-to-boycott](https://bdsmovement.net/get-involved/what-to-boycott))
as a target for boycott;
3.1.15. (Module -- Taliban) Be an individual or entity that:
3.1.15.1. engages in any commercial transactions with the Taliban; or
3.1.15.2. is a representative, agent, affiliate, successor, attorney, or assign
of the Taliban;
3.1.16. (Module -- Myanmar) Be an individual or entity that:
3.1.16.1. engages in any commercial transactions with the Myanmar/Burmese military
junta; or
3.1.16.2. is a representative, agent, affiliate, successor, attorney, or assign
of the Myanmar/Burmese government;
3.1.17. (Module -- Xinjiang Uygur Autonomous Region) Be an individual or entity,
or a representative, agent, affiliate, successor, attorney, or assign of any
individual or entity, that does business in, purchases goods from, or otherwise
benefits from goods produced in the Xinjiang Uygur Autonomous Region of China;
3.1.18. (Module -- U.S. Tariff Act) Be an individual or entity:
3.1.18.1. which U.S. Customs and Border Protection (CBP) has currently issued
a Withhold Release Order (WRO) or finding against based on reasonable suspicion
of forced labor; or
3.1.18.2. that is a representative, agent, affiliate, successor, attorney, or
assign of an individual or entity that does business with an individual or entity
which currently has a WRO or finding from CBP issued against it based on reasonable
suspicion of forced labor;
3.1.19. (Module -- Mass Surveillance) Be a government agency or multinational
corporation, or a representative, agent, affiliate, successor, attorney, or
assign of a government or multinational corporation, which participates in mass
surveillance programs;
3.1.20. (Module -- Military Activities) Be an entity or a representative, agent,
affiliate, successor, attorney, or assign of an entity which conducts military
activities;
3.1.21. (Module -- Law Enforcement) Be an individual or entity, or a or a representative,
agent, affiliate, successor, attorney, or assign of an individual or entity,
that provides good or services to, or otherwise enters into any commercial contracts
with, any local, state, or federal law enforcement agency;
3.1.22. (Module -- Media) Be an individual or entity, or a or a representative,
agent, affiliate, successor, attorney, or assign of an individual or entity,
that broadcasts messages promoting killing, torture, or other forms of extreme
violence;
3.1.23. Interfere with Workers' free exercise of the right to organize and associate
(See Article 20, United Nations Universal Declaration of Human Rights; C087
- Freedom of Association and Protection of the Right to Organise Convention,
1948 (No. 87), International Labour Organization; Article 8, International Covenant
on Economic, Social and Cultural Rights); and
3.1.24. Harm the environment in a manner inconsistent with local, state, national,
or international law.
3.2. The Licensee SHALL:
3.2.1. (Module -- Social Auditing) Only use social auditing mechanisms that
adhere to Worker-Driven Social Responsibility Network's Statement of Principles
(https://wsr-network.org/what-is-wsr/statement-of-principles/) over traditional
social auditing mechanisms, to the extent the Licensee uses any social auditing
mechanisms at all;
3.2.2. (Module -- Workers on Board of Directors) Ensure that if the Licensee
has a Board of Directors, 30% of Licensee's board seats are held by Workers
paid no more than 200% of the compensation of the lowest paid Worker of the
Licensee;
3.2.3. (Module -- Supply Chain Transparency) Provide clear, accessible supply
chain data to the public in accordance with the following conditions:
3.2.3.1. All data will be on Licensee's website and/or, to the extent Licensee
is a representative, agent, affiliate, successor, attorney, subsidiary, or assign,
on Licensee's principal's or parent's website or some other online platform
accessible to the public via an internet search on a common internet search
engine; and
3.2.3.2. Data published will include, where applicable, manufacturers, top tier
suppliers, subcontractors, cooperatives, component parts producers, and farms;
3.2.4. Provide equal pay for equal work where the performance of such work requires
equal skill, effort, and responsibility, and which are performed under similar
working conditions, except where such payment is made pursuant to:
3.2.4.1. A seniority system;
3.2.4.2. A merit system;
3.2.4.3. A system which measures earnings by quantity or quality of production;
or
3.2.4.4. A differential based on any other factor other than sex, gender, sexual
orientation, race, ethnicity, nationality, religion, caste, age, medical disability
or impairment, and/or any other like circumstances
(See 29 U.S.C.A. � 206(d)(1); Article 23, *United Nations Universal Declaration
of Human Rights*; Article 7, *International Covenant on Economic, Social and
Cultural Rights*; Article 26, *International Covenant on Civil and Political
Rights*); and
3.2.5. Allow for reasonable limitation of working hours and periodic holidays
with pay
(See Article 24, *United Nations Universal Declaration of Human Rights*; Article
7, *International Covenant on Economic, Social and Cultural Rights*).
* SUPPLY CHAIN IMPACTED PARTIES:
This section identifies additional individuals or entities that a Licensee could
harm as a result of violating the Ethical Standards section, the condition that
the Licensee must voluntarily accept a Duty of Care for those individuals or
entities, and the right to a private right of action that those individuals
or entities possess as a result of violations of the Ethical Standards section.
4.1. In addition to the above Ethical Standards, Licensee voluntarily accepts
a Duty of Care for Supply Chain Impacted Parties of this License, including
individuals and communities impacted by violations of the Ethical Standards.
The Duty of Care is breached when a provision within the Ethical Standards section
is violated by a Licensee, one of its successors or assigns, or by an individual
or entity that exists within the Supply Chain prior to a good or service reaching
the Licensee.
4.2. Breaches of the Duty of Care, as stated within this section, shall create
a private right of action, allowing any Supply Chain Impacted Party harmed by
the Licensee to take legal action against the Licensee in accordance with applicable
negligence laws, whether they be in tort law, delict law, and/or similar bodies
of law closely related to tort and/or delict law, regardless if Licensee is
directly responsible for the harms suffered by a Supply Chain Impacted Party.
Nothing in this section shall be interpreted to include acts committed by individuals
outside of the scope of his/her/their employment.
* NOTICE:
This section explains when a Licensee must notify others of the License.
5.1. Distribution of Notice: Licensee must ensure that everyone who receives
a copy of or uses any part of Software from Licensee, with or without changes,
also receives the License and the copyright notice included with Software (and
if included by the Licensor, patent, trademark, and attribution notice). Licensee
must ensure that License is prominently displayed so that any individual or
entity seeking to download, copy, use, or otherwise receive any part of Software
from Licensee is notified of this License and its terms and conditions. Licensee
must cause any modified versions of the Software to carry prominent notices
stating that Licensee changed the Software.
5.2. Modified Software: Licensee is free to create modifications of the Software
and distribute only the modified portion created by Licensee, however, any derivative
work stemming from the Software or its code must be distributed pursuant to
this License, including this Notice provision.
5.3. Recipients as Licensees: Any individual or entity that uses, copies, modifies,
reproduces, distributes, or prepares derivative work based upon the Software,
all or part of the Software’s code, or a derivative work developed by using
the Software, including a portion of its code, is a Licensee as defined above
and is subject to the terms and conditions of this License.
* REPRESENTATIONS AND WARRANTIES:
6.1. Disclaimer of Warranty: TO THE FULL EXTENT ALLOWED BY LAW, THIS SOFTWARE
COMES "AS IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND LICENSOR SHALL
NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DAMAGES OR OTHER LIABILITY ARISING
FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THIS LICENSE, UNDER ANY
LEGAL CLAIM.
6.2. Limitation of Liability: LICENSEE SHALL HOLD LICENSOR HARMLESS AGAINST
ANY AND ALL CLAIMS, DEBTS, DUES, LIABILITIES, LIENS, CAUSES OF ACTION, DEMANDS,
OBLIGATIONS, DISPUTES, DAMAGES, LOSSES, EXPENSES, ATTORNEYS’ FEES, COSTS,
LIABILITIES, AND ALL OTHER CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, FORESEEN OR UNFORESEEN, ACCRUED
OR UNACCRUED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR RELATING TO LICENSEE’S
USE OF THE SOFTWARE. NOTHING IN THIS SECTION SHOULD BE INTERPRETED TO REQUIRE
LICENSEE TO INDEMNIFY LICENSOR, NOR REQUIRE LICENSOR TO INDEMNIFY LICENSEE.
* TERMINATION
7.1. Violations of Ethical Standards or Breaching Duty of Care: If Licensee
violates the Ethical Standards section or Licensee, or any other person or entity
within the Supply Chain prior to a good or service reaching the Licensee, breaches
its Duty of Care to Supply Chain Impacted Parties, Licensee must remedy the
violation or harm caused by Licensee within 30 days of being notified of the
violation or harm. If Licensee fails to remedy the violation or harm within
30 days, all rights in the Software granted to Licensee by License will be null
and void as between Licensor and Licensee.
7.2. Failure of Notice: If any person or entity notifies Licensee in writing
that Licensee has not complied with the Notice section of this License, Licensee
can keep this License by taking all practical steps to comply within 30 days
after the notice of noncompliance. If Licensee does not do so, Licensee’s
License (and all rights licensed hereunder) will end immediately.
7.3. Judicial Findings: In the event Licensee is found by a civil, criminal,
administrative, or other court of competent jurisdiction, or some other adjudicating
body with legal authority, to have committed actions which are in violation
of the Ethical Standards or Supply Chain Impacted Party sections of this License,
all rights granted to Licensee by this License will terminate immediately.
7.4. Patent Litigation: If Licensee institutes patent litigation against any
entity (including a cross-claim or counterclaim in a suit) alleging that the
Software, all or part of the Software’s code, or a derivative work developed
using the Software, including a portion of its code, constitutes direct or contributory
patent infringement, then any patent license, along with all other rights, granted
to Licensee under this License will terminate as of the date such litigation
is filed.
7.5. Additional Remedies: Termination of the License by failing to remedy harms
in no way prevents Licensor or Supply Chain Impacted Party from seeking appropriate
remedies at law or in equity.
* MISCELLANEOUS:
8.1. Conditions: Sections 3, 4.1, 5.1, 5.2, 7.1, 7.2, 7.3, and 7.4 are conditions
of the rights granted to Licensee in the License.
8.2. Equitable Relief: Licensor and any Supply Chain Impacted Party shall be
entitled to equitable relief, including injunctive relief or specific performance
of the terms hereof, in addition to any other remedy to which they are entitled
at law or in equity.
8.3. (Module – Copyleft) Copyleft: Modified software, source code, or other
derivative work must be licensed, in its entirety, under the exact same conditions
as this License.
8.4. Severability: If any term or provision of this License is determined to
be invalid, illegal, or unenforceable by a court of competent jurisdiction,
any such determination of invalidity, illegality, or unenforceability shall
not affect any other term or provision of this License or invalidate or render
unenforceable such term or provision in any other jurisdiction. If the determination
of invalidity, illegality, or unenforceability by a court of competent jurisdiction
pertains to the terms or provisions contained in the Ethical Standards section
of this License, all rights in the Software granted to Licensee shall be deemed
null and void as between Licensor and Licensee.
8.5. Section Titles: Section titles are solely written for organizational purposes
and should not be used to interpret the language within each section.
8.6. Citations: Citations are solely written to provide context for the source
of the provisions in the Ethical Standards.
8.7. Section Summaries: Some sections have a brief italicized description which
is provided for the sole purpose of briefly describing the section and should
not be used to interpret the terms of the License.
8.8. Entire License: This is the entire License between the Licensor and Licensee
with respect to the claims released herein and that the consideration stated
herein is the only consideration or compensation to be paid or exchanged between
them for this License. This License cannot be modified or amended except in
a writing signed by Licensor and Licensee.
8.9. Successors and Assigns: This License shall be binding upon and inure to
the benefit of the Licensor’s and Licensee’s respective heirs, successors,
and assigns.