OpenProject Contributor License Agreement (CLA)

Version: 2020-02-28

Thank you for your interest in contributing to OpenProject and the OpenProject Foundation ("We" or "Us").
This contributor license agreement ("Agreement") documents the rights granted by contributors to Us. This is a legally binding agreement, so please read it carefully before accepting it. The Agreement is for protection of Us; we license back the necessary rights to use your own contribution for any other purpose.
The Agreement may cover more than one software project managed by Us.
Please fill out the form below and accept this Agreement.

1. DEFINITIONS

"You" means the individual or entity who Submits a Contribution to Us.
"Contribution" means any work of authorship that is Submitted by You to Us in which You own or assert ownership of the Copyright. If You do not own the Copyright in the entire work of authorship, please get the Agreement accepted by all parties.
"Copyright" means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighbouring rights, as appropriate, for the full term of their existence including any extensions by You.
"Material" means the work of authorship which is made available by Us to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
"Submit" means any form of electronic, verbal, or written communication sent to Us or our representatives, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
"Submission Date" means the date on which You Submit a Contribution to Us.
"Effective Date" means the date You execute this Agreement or the date You first Submit a Contribution to Us, whichever is earlier.
"Media" means any portion of a Contribution which is not software.

2. LICENSE GRANT

2.1 Copyright License to Us

Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, perpetual and irrevocable license, with the right to grant or transfer an unlimited number of non-exclusive licenses or sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited:

  • to publish the Contribution,
  • to modify the Contribution, to prepare Derivative Works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

2.2 Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. In any event, You may add your name in the Credits for OpenProject releases.

2.3 Copyright License back to You
Upon such grant of rights to Us, We immediately grant to You a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, with the right to grant or transfer an unlimited number of non-exclusive licenses or sublicenses to third parties, under the Copyright covering the Contribution to use the Contribution by all means, including, but not limited:

  • to publish the Contribution,
  • to modify the Contribution, to prepare Derivative Works based upon or containing the Contribution and to combine the Contribution with other software code,
  • to reproduce the Contribution in original or modified form,
  • to distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.

3. PATENTS

3.1 Patent License
Subject to the terms and conditions of this CLA You hereby grant to us a perpetual, worldwide, non-exclusive, royalty-free, irrevocable patent license, with the right to sublicense these rights, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Material to which such Contribution(s) was submitted.

3.2 Identification of Patents
Whereas You are aware of certain of Your own patents, You desire to identify and disclose as the following patent applications:

  • Title
  • Application Office
  • Application Number
  • Date
  • Priority Number

3.3 Revocation of Patent License
You reserve the right to revoke the patent license stated in section 3.1 if we make any infringement claim, which is not asserted for a Defensive Purpose. An assertion of claims of the Patents shall be considered for a “Defensive Purpose” if the claims are asserted against an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Us or any of Our licensees.

4. OUTBOUND LICENSE

We agree to license the Contribution only under the terms of the license or licenses which We are using on the Submission Date for the Material or any licenses on the Free Software Foundation’s list of “Recommended copyleft licenses” on or after the Submission Date, whether or not such licenses are subsequently disapproved (including any right to adopt any future version of a license).
In addition, We may use the following license for Media in the Contribution: CC BY-SA 3.0: http://creativecommons.org/licenses/by-sa/3.0/ (including any right to adopt any future version of a license.

5. CONSIDERATION

You agree and confirm that the transfer of rights and licenses specified in Section 2 shall be royalty free and that no fees or other compensation shall be paid in exchange for the transfer of rights and licenses.

6. DISCLAIMER

THE CONTRIBUTION IS PROVIDED “AS IS”. MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

7. Consequential Damage Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

8. Approximation of Disclaimer and Damage Waiver

IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 6 AND SECTION 7 CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.

9. Terms

9.1 This Agreement shall come into effect upon Your acceptance of the terms and conditions.

9.2 You shall have the right to terminate the Agreement in written form if We do not fulfill the obligations as set forth in Section 4.

9.3 In the event of a termination of this Agreement Sections 5, 6, 7, 8, and 10 shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Contributions which are already licensed under a free and open source license at the date of the termination shall remain in full force after the termination of this Agreement.

10. Miscellaneous

10.1 This Agreement and all disputes, claims, actions, suits or other proceedings arising out of this agreement or relating in any way to it shall be governed by the laws of Berlin, Germany, excluding its private international law provisions.

10.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.

10.3 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

10.4 You agree to notify Us of any facts or circumstances of which you become aware that would make this Agreement inaccurate in any respect.

Please accept this Contributor License Agreement here:


Template from http://www.harmonyagreements.org/