Difference between revisions of "Granite Devices Contributor License Agreement"

Latest revision as of 19:17, 18 January 2023

Thank you for your interest in contributing to  Granite Devices Oy ("We", "Us" or “Our”). We refer to the contributor as "You".

This contributor agreement ("Agreement") documents the rights granted by contributors to Us. This Agreement will be effective and legally binding from the date a contribution is submitted following instructions given. Please read the document carefully. The Agreement may cover more than one software project managed by Us.

Summary[edit | edit source]

This is a short summary of this Contributor License. This summary’s purpose is to highlight a few main points for a quick overview. The summary is not meant to be comprehensive. Full text is available after this summary.

• The Material may only be used with Granite Devices products and services.
• You retain the Copyright of your submission and grant to Granite Devices an irrevocable license to reproduce, modify, display, perform and distribute the Contribution and the right to sublicense.
• By submitting a Contribution You confirm that You own the Copyright and patent claims.  The granting of the rights to Granite Devices does not violate any grant of rights which You have made to third parties.
• For patent claims You grant to Granite Devices patent license, with the right to sublicense these rights, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution.
• Granite Devices is not obliged to use Your Contribution.
• The Contribution is submitted as is. You are not liable for consequential damages.

Definitions[edit | edit source]

"You" means any Legal Entity on behalf of whom a Contribution has been received by Us. "Legal Entity" means an entity which is not a natural person. "Affiliates" means other Legal Entities that control, are controlled by, or under common control with that Legal Entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity.

"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 follow the instructions in Section 4.

"Copyright" means all rights protecting works of authorship owned or controlled by You or Your Affiliates, including copyright, moral and neighboring 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. If Material contains Source Code, then a compiled executable computer program from it also falls within this definition.

"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.

“Source Code” means a text listing of commands to be compiled or assembled into an executable computer program.

Grant of Rights[edit | edit source]

Copyright License[edit | edit source]

(a) You retain ownership of the Copyright in Your Contribution and have the same rights to use or license the Contribution which You would have had without entering into the Agreement.

(b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable license under the Copyright covering the Contribution, with the right to sublicense such rights through multiple tiers of sublicensees, to reproduce, modify, display, perform and distribute the Contribution as part of the Material; provided that this license is conditioned upon compliance with Section 3.3.

(c) The Material is permitted to be used only in connection with Our products and services. The material may not be used, added or otherwise included in any capacity to any other products and services that are not manufactured or distributed by Us. If Material contains Source Code, the compiled computer program from the Source Code may be installed only on a product manufactured by Us.

Patent License[edit | edit source]

For patent claims including, without limitation, method, process, and apparatus claims which You own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, 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 is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 3.3.

Our Rights[edit | edit source]

You acknowledge that We are not obligated to use Your Contribution as part of the Material and may decide to include any Contribution We consider appropriate.

Reservation of Rights[edit | edit source]

Any rights not expressly licensed under section 3 are expressly reserved by You.

Agreement[edit | edit source]

You confirm that:

(a) You have the legal authority to enter into this Agreement.

(b) You own the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 3.

(c) The grant of rights under Section 3 does not violate any grant of rights which You have made to third parties, including Your employer. If You are an employee, You have had Your employer approve this Agreement or sign the Entity version of this document. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement.

Disclaimer[edit | edit source]

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 4, 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. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

Consequential Damage Waiver[edit | edit source]

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU 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.

Miscellaneous[edit | edit source]

1. This Agreement will be governed by and construed in accordance with the laws of Finland excluding its conflicts of law provisions. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods ("UN Convention") and the parties intend to avoid the application of the UN Convention to this Agreement and, thus, exclude the application of the UN Convention in its entirety to this Agreement.
2. This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
3. If You or We assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement.
4. The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety.
5. 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.

Granite Devices Oy

Visiokatu 3

33720 TAMPERE

FINLAND