Contributor License Agreement
Individual Contributor License Agreement (Individual CLA)
1. INTRODUCTION
Thank you for your interest in contributing to open-source software projects (“Projects”) made available by SoftwareONE AG, a company incorporated in Switzerland with its office located at: Riedenmatt 4, CH-6370 Stans, Switzerland (“SoftwareOne”). This Contributor License Agreement (“Agreement”) sets out the terms which apply to any Contributions (present and future) that You Submit or have Submitted to SoftwareOne in respect of any of its Projects.
If you have any questions in respect to this Agreement, please contact SoftwareOne support on the following website: contact support.
2. DEFINITIONS
“You” (or “Yours”) or “Contributor” means the copyright owner or legal entity authorized by the copyright owner identified on Submission that agrees to be bound by the terms of this Agreement.
“Contribution” means any original work of authorship, including any modifications or additions to an existing work, including but not limited to any source code, object code, patch, bug fixes, configuration changes, tool, sample, graphic, specifications, manual, documentation, data, materials, feedback, information, or any other material Submitted by You to a Project.
“Submit” means the act of posting, uploading, submitting, transmitting or distributing a Contribution to any Project in any form of electronic, verbal or written communication and in any manner, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by or on behalf of SoftwareOne, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution” and “Submitted”, “Submission” and “Submitting” shall be interpreted accordingly.
3. COPYRIGHT LICENSE
You hereby grant, and agree to grant, to SoftwareOne and to any recipient of any Contribution (whether received in whole or in part) distributed by SoftwareOne (“Recipient”), a non-exclusive, perpetual, irrevocable, worldwide, no-charge, royalty-free, transferable, copyright license to use, reproduce, prepare derivative works of, publicly display, publicly perform, and distribute Your Contributions (whether in whole or in part) and any such derivative works, with the right to sublicense the foregoing rights through a single or multiple tiers of sublicensees. If Your license grant is ineffective for any reason, You irrevocably waive and agree to not assert any claim You may have against SoftwareOne and/or Recipient and/or any of their respective transferees and/or sublicensees, arising out of the use, reproduction, preparation of derivative works, public display, public performance, and distribution of Your Contribution (whether in whole or in part), including whether the foregoing is through single or multiple tiers of sublicensees. You also agree that SoftwareOne may publicly use and/or disclose Your name and the name of any entity on whose behalf you are entering into this Agreement, in connection with the Contribution and Your and/or their participation in the Project(s). Please see SoftwareOne’s Privacy Statement here: https://www.softwareone.com/en/about/privacy-center/privacy-statement for further details and how personal data is being processed.
4. PATENT LICENSE
You hereby grant, and agree to grant, to SoftwareOne and any Recipient (as defined in Section 3 above), a non-exclusive, perpetual, irrevocable, worldwide, no-charge, royalty-free, transferable and sub-licensable (through a single or multiple tiers of sublicensees) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contributions (in whole or in part and whether alone or included in any Projects), where such license applies to any patent You own or license from a third party that are necessarily infringed by Your Contribution or by a combination of Your Contribution with any Projects to which such Contribution was Submitted.
5. INTELLECTUAL PROPERTY OWERSHIP
Except as set out above, You retain all rights, title, and interest in Your Contributions. The licenses You grant to SoftwareOne and to any Recipient under this Agreement become effective on the date You first Submit a Contribution to SoftwareOne, regardless of whether Your Submission occurred before or after signing this Agreement. You acknowledge and agree that by Submitting Your Contribution to any Project, You will not acquire any rights, title and/or interest in the Project.
6. MORAL RIGHTS
To the fullest extent permitted under applicable law, You hereby waive, and agree not to assert any and all of Your moral rights in or relating to Your Contribution against SoftwareOne and/or Recipient and/or any of their respective transferees and/or sublicensees.
7. THIRD PARTY CONTENT/RIGHTS
If Your Contribution includes or is based on any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or any other works of authorship that were not authored by You (“Third Party Content”), and/or if You are aware of any third party intellectual property or proprietary rights associated with Your Contribution, including but not limited to related copyrights, license agreements, patents and trademarks (“Third Party Rights”), then You agree to include with the Submission of Your Contribution full details of any such licenses and restrictions relating to such Third Party Content and/or Third Party Rights, and to identify which aspects of the Contribution contain any Third Party Content and/or are associated with Third Party Rights together with details of the owner/author of the Third Party Content and/or Third Party Rights. For the avoidance of doubt, the foregoing obligations do not apply to any portion of a Project that is incorporated into Your Contribution to that same Project.
8. REPRESENTATIONS
You represent that each of Your Contributions is an original creation, and You are the sole author of Your Contribution (except as You may have disclosed under Section 7 of this Agreement). You represent that You are legally entitled to grant the foregoing licenses and waivers in respect to Your Contribution. If Your Contribution was created in the course of Your employment with Your past or present employer(s), You represent that such employer(s) has authorized You to make Your Contribution on behalf of such employer(s), and such employer(s) has waived all of their right, title or interest in or to Your Contribution, and has agreed not to assert any and all of such rights against SoftwareOne and/or Recipient and/or any of their respective transferees and/or sublicensees.
9. WARRANTIES
Except as provided in this Agreement, to the fullest extent permitted under applicable law, Your Contributions are provided on an "AS IS" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. You are not required to provide support for your Contributions, except to the extent You choose to do so.
10. ENTIRE AGREEMENT/ASSIGNMENT
This Agreement is the entire agreement between the parties, and supersedes any and all prior agreements, understanding or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement may be assigned by SoftwareOne.
You agree to notify SoftwareOne immediately if You become aware of any facts or circumstances that would make any of Your representations and warranties inaccurate in any respect.
11. GOVERNING LAW
This Agreement is governed by the laws of Switzerland (any choice of law rules will not apply). Any dispute arising out of and/or in connection with this Agreement will subject to the exclusive jurisdiction of the courts located in Stans, Switzerland.