FOSS@PorscheContributor License Agreement
Thank you for your interest in contributing to an open source software project initiated and/or maintained by Us. We hope for You to understanding that – just like any other open source project – we're required to have an agreement in place with everyone who takes part in one of the open source projects that We manage. It is the easiest and safest way for You to give Us permission to use your Contributions, and is for your protection as a Contributor, as well as for the protection of Us and all the recipients of the open source software made available by Us. It ensures that we have sufficient rights to share Your Contribution with others. This agreement specifically does not ask You to assign the ownership of Your Code to Us. You are only giving us a licence for using the code, but You still own all copyrights to Your code, and You remain free to use Your code for any other project or purpose. This is a legally binding document, so please read it carefully before agreeing to it. A short introduction (in italic letters) has been included before each clause to explain the main goals of the given clause and why We believe the clause is both in Your and Our interest. The introductions are for convenience only, will not be deemed part of this Agreement, and in no way will define, limit, extend or change the scope or intent of the provisions of this Agreement. By submitting Your Contribution to Us or to a Subsidiary of Us, You accept and agree to be bound to the following terms and conditions of this Agreement for Your Contribution. This Agreements becomes effective when we accept Your Contribution. Except for the license granted herein to Us and to the recipients of the open source software made available by Us or by our Subsidiaries, You reserve all right, title, and interest in and to Your Contributions. You are aware that We are under no obligation to use Your Contribution or to continue to use a Contribution in any of our open source project. The meaning of some of the terms used in the agreement require to be explained in advance, especially if used more than once: Definitions. "Us" or "We" means Dr. Ing. h.c. F. Porsche Aktiengesellschaft, having its seat in Stuttgart, Germany, or any of our Subsidiaries initiating or maintaining the open source software project You intend to provide Your Contribution to. "You" (or "Your") shall mean the natural person or legal entity entering into this Agreement with Us. "Copyright" means all rights protecting works of authorship owned or controlled by You or Your Affiliates, for the full term of their existence. "Affiliates" means other legal entities that Control, are Controlled by, or under common Control (with) a legal entity. "Subsidiaries" means other legal entities that are Controlled by a legal entity. "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" shall mean any original work of authorship, including any modifications or additions to an existing work, that You Submit to Us for inclusion in the Work. After You Submit the Contribution, it may be included in the Work. "Work" means the work of authorship which is made available by Us to third parties. "Submission Date" means the date on which You Submit a Contribution to Us. "Submit" means any form of electronic, verbal, or written communication sent to Us, our Subsidiaries 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 Work. A copyright license must be granted in order to allow Us to share Your code under the project license terms: Grant of Copyright License. You hereby grant to Us and to the recipients of the Work a perpetual, worldwide, non-exclusive, no-charge, royalty-free, perpetual, transferable, copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works. If You own a patent that covers Your Contribution, Your license must also apply to such a patent; otherwise, despite of the copyright license granted above, the patent would forbid Us and any recipient of the code to use Your Contribution: Grant of Patent License. You hereby grant to Us and to the recipients of the Work a perpetual, worldwide, non-exclusive, no-charge, royalty-free, perpetual, transferable, patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You or by Your Affiliates that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. We commit to only share Your Contribution under free and open source licenses: Outbound License Commitment. 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 Work. We will only use licenses which are either approved by the Open Source Initiative (OSI) or recommended for use by the Free Software Foundation (FSF), including both permissive and copyleft licenses. If a third party uses the code that You contributed in violation of the applicable license terms, this would harm Us and our other Contributors as well as You. In order to prevent such infringements, we need your consent, because so far we have only asked for the allowance to use Your code. Your consent does not limit Your right to take action against an infringer Yourself, but rather serves as a additional hedge against potential infringers.: Our Right to Enforce Infringement Claims. You hereby authorize Us to assert claims in our name against third parties arising from the infringement of Your Copyrights vested in the Contribution. To the extent possible under applicable law, the right to assert claims applies to all of Your claims resulting from the infringement of Your Copyrights, including, without limitation, the right to demand the third party to cease and desist the infringing use, to demand information regarding the infringement and to destroy infringing products. You accept that We are under no obligation to assert such claims against third parties violating Your Copyrights. Your right to assert Your claims against third party infringers yourself remains unaffected. To prevent You, Us and any other user of this open source project from third party claims saying that using the code infringes third party rights, We must ensure that You as well as any other contributor have sufficient rights to grant the above licenses/consents, e.g. that You have written the code Yourself, and that You are not aware of third party rights to it: Representations. You represent that You are legally entitled to grant the above licenses. You especially represent that each of Your Contributions is either Your original creation or, if You are a legal entity, the original creation of Your (or of Your Affiliates') employees as part of their work for You (or for Your Affiliate), or, if neither You nor (if You are a legal entity) Your employees have created the Contribution as part of their work for You, that You are authorized to Submit the Contribution and to grant the licenses set out herein by the person or legal entity owning the rights to such Contribution. In case You have created the Contribution as an employee and You submit it, You represent that You are authorized by Your employer to submit the Contribution and to grant to Us the licenses set out herein. You represent that the use of Your Contribution is not subjected to any third-party license or other restriction (including, but not limited to, related patents and trademarks – patents and trademarks only those of which you are aware of) that would restrict our ability to use Your Contribution as provided herein. You agree to notify Us of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. You are not required to provide support or warranties for Your Contribution: No Support, No Warranties. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless set out otherwise in Sect. 6, YOU PROVIDE YOUR CONTRIBUTIONS ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. As we are a German company, we want German law to apply: Applicable Law, Venue. This Agreement, including but not limited to all matters regarding its conclusion and termination, will exclusively be governed by and construed in accordance with the laws of Germany excluding its conflicts of law provisions which would lead, if applied, to a recourse to other systems of substantive law. The courts of Stuttgart, Germany shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.