Contributor License Agreement
This Contributor License Agreement ("CLA") documents the rights granted by Contributors to HEPTACOM GmbH. This Agreement will govern all Contributions made by the Contributor.
This Agreement is between Heptacom GmbH, Am Tabakquartier 62, 28197 Bremen [Germany] ("HEPTACOM"), and the person [or entity] making a Contribution to this Software ("Contributor" and collectively with HEPTACOM, the "Parties").
1.1 "Contribution" means any intellectual creation (software and / or documentation), including any revisions or additions to existing works submitted by the Contributor to a project and in which the Contributor has the rights of use and exploitation under copyright law.
1.2 "Contributor" means the copyright owner or legal entity authorized by the copyright owner that is entered into this Agreement.
1.3 "Submitting" means any form of physical, electronic or written correspondence transmitted to the project using "GitHub".
1.4 "Project" means any open source project from "HEPTACOM" on "GitHub".
1.5 "GitHub" is a free web-based service, which is used by HEPTACOM as a social coding platform for software development projects.
2. Contractual Object
The parties agree on the non-remuneration of the Contributions submitted by the Contributor. The Contributor may submit one or several Contributions to one or several projects. The logic of the CLA is that the Contributor submits Contributions, including the corresponding usage rights, to HEPTACOM.
3. License Grants
3.1 Grant of Copyright License. The Contributor hereby grants HEPTACOM the worldwide, free, irrevocable, unlimited by time and location (for the duration of the copyright), right to transfer any number of simple rights of use to third parties and the right to grant sublicenses to third parties, in particular:
a. the right to publish the Contribution,
b. the right to alter the Contribution, the elaboration of derivative works on the basis of the Contribution as well as derived works that contain them, and the merger of the Contribution with different software code,
c. the right to reproduce the Contribution in an original or modified form,
d. dissemination, public accessibility and public communication of the Contribution in original or modified form.
Moral rights remain unaffected as they are recognized under current law and a waiver in this regard is not permissible.
3.2 Grant of Patent License. According to any Contribution (reference to point 1.1) the Contributor hereby grants to HEPTACOM a perpetual, worldwide, non-exclusive, free of charge, royalty-free, irrevocable, unlimited license with the right to transfer any number of non-exclusive licenses to third parties and the right to grant sublicenses to third parties. Furthermore, the Contributor hereby grants HEPTACOM the right to produce, use, sell, import or otherwise transfer the Contribution and the Contribution in combination with the materials (as well as components of this combination). This license applies to those patent claims licensable by the Contributor that are necessarily infringed by the Contribution alone or in combination with the materials to which the Contribution were submitted.
4. Rights and obligations of the Parties
4.1 Ownership. The Contributor guarantees that each Contribution is the Contributor´s original creation. The Contributor guarantees that any Contribution is free of patent or other industrial property rights or copyrights of third parties and that Contributor is legally entitled to grant the licenses above.
4.2 Disclosure. If the Contribution contains any rights of third parties, the Contributor is obliged to provide complete details of any third-party license or other restrictions (including, but not limited to, related patents and trademarks) associated with any part of the Contribution.
4.3 Support. The Contributor is not expected to provide support for Contributions.
4.4 Change notice. The Contributor is obliged to inform HEPTACOM if there will be changes according to the aforesaid provisions.
4.5 Licensing obligations of HEPTACOM. HEPTACOM undertakes to license a Contribution that is compatible with the existing licenses in the project, including all rights to acquire future license versions.
5. General Provisions
5.1 Liability. The liability of the Contributor is limited to intent and fraudulent intent. The compensation for negligently caused consequential damages by the Contributor is excluded. The Contributor shall be liable for his representatives and vicarious agents according to § 278 of the German Civil Code (BGB).
5.2 Term and Termination. This Agreement shall enter into force upon signature and shall be entered into for an indefinite period of time. Both parties may terminate this Agreement by giving six (6) weeks notice at the end of a calendar quarter. Upon termination of this Agreement, HEPTACOM shall no longer receive any Contribution from the Contributor.
5.3 Survival. Upon termination or expiration of this Agreement, all terms of the Agreement, including the license grants, shall remain in full force and effect, with the exception that the Contributor will no longer make submissions to HEPTACOM.
5.4 Governing law and legal venue. This Agreement and any disputes, claims, court proceedings or other procedures arising out of or related to it, shall be governed by the law of the Federal Republic of Germany under exclusion of the provisions concerning conflict of laws and the UN Convention of Contracts for the International Sale of Goods. Exclusive legal venue is HEPTACOM’s registered place of business.
5.5 Amendments. HEPTACOM may amend this Agreement at any time by providing notice to the Distributor or by posting the revised Agreement online where Contributions are made. By making a subsequent Contribution, the Contributor thereby agrees to the revised Agreement for all Contributions made by the Contributor. If the Contributor do not agree to the revised Agreement, the Contributor may stop making Contributions.