Thank you for your interest in contributing to The PerformanC Organization's FOSS Projects ("We" or "Us").
The purpose of this contributor agreement ("Agreement") is to clarify and document the rights granted by contributors to Us. You agree that the following terms apply to all of your past, present and future Contributions. Except for the licenses granted in this Agreement, you retain all of your right, title and interest in and to your Contributions.
If You are an employee and have created the Contribution as part of your employment, You need to have Your employer approve this Agreement or sign the Entity version of this document. If You do not own the Copyright in the entire work of authorship, any other author of the Contribution should also sign this – in any event, please contact Us at contact@performanc.org
"You" means the individual Copyright owner who Submits a Contribution to Us.
"Contribution" means any original work of authorship, including any original modifications or additions to an existing work of authorship, Submitted by You to Us, in which You own the Copyright.
"Copyright" means all rights protecting works of authorship, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence.
"Material" means the software, documentation, data, and other digital assets made available by Us to third parties. When this Agreement covers more than one project, the Material means the software, documentation, data, or assets to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
"Submit" means any act by which a Contribution is transferred to Us by You by means of tangible or intangible media, 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, but excluding any transfer that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
"Documentation" and "Assets" means any non-software portion of a Contribution, including but not limited to text, images, UI designs, audio, video, configuration files, or data.
Subject to the terms and conditions of this Agreement, You hereby grant to Us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, with the right to transfer an unlimited number of non-exclusive licenses or to grant 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,
- modify the Contribution,
- prepare derivative works based upon or containing the Contribution and/or to combine the Contribution with other Materials, reproduce the Contribution in original or modified form,
- distribute, to make the Contribution available to the public, display and publicly perform the Contribution in original or modified form.
Outbound License Promise: Based on the grant of rights in this Section, We agree that We will only distribute, publish, or sublicense Your Contribution, or derivative works containing Your Contribution, under the terms of a software license that irrevocably grants the public the freedom to read, use, modify, and distribute the source code without paying royalties or fees. We will never distribute Your Contribution under a proprietary, closed-source software license.
Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. Notwithstanding, You may add your name to the attribution mechanism customary used in the Materials you Contribute to, such as the header of the source code files of Your Contribution, and We will respect this attribution when using Your Contribution.
You represent that You are legally entitled to grant the licenses in Sections 2.1 and 3.1. You represent that each of Your Contributions is Your original creation, or that You have sufficient rights to submit it under this Agreement.
Third-Party Materials: You represent that Your Contribution does not include any code, documentation, assets, or other materials subject to license terms that conflict with the rights granted in this Agreement. If Your Contribution includes third-party materials, You represent that You have clearly identified and marked such materials and their respective licenses upon submission.
Employer Rights: If Your employer(s) has rights to intellectual property that includes Your Contributions, You represent that You have received permission to make Contributions on behalf of that employer, that Your employer has waived such rights for Your Contributions to Us, or that Your employer has executed a separate Entity Contributor Agreement with Us.
Subject to the terms and conditions of this Agreement You hereby grant to Us and to recipients of Materials distributed by Us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable (except as stated in Section 3.2) patent license, with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with any Material (and portions of such combination). This license applies to all patents owned or controlled by You, whether already acquired or hereafter acquired, that would be infringed by making, having made, using, selling, offering for sale, importing or otherwise transferring of Your Contribution(s) alone or by combination of Your Contribution(s) with any Material.
You reserve the right to revoke the patent license stated in section 3.1 if We make any infringement claim that is targeted at your Contribution and 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.
THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, 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 AND EXTENT TO THE MINIMUM PERIOD AND EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE 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.
IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 4. AND SECTION 5. 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 OR CONTRACTUAL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.
7.1 This Agreement shall come into effect upon Your acceptance of the terms and conditions.
7.2 This Agreement shall apply for the term of the copyright and patents licensed herein.
7.3 In the event of a termination of this Agreement Sections 4, 5, 6, 7 and 8 shall survive such termination and shall remain in full force thereafter. For the avoidance of doubt, Free and Open Source Software (sub)licenses that have already been granted for Contributions at the date of the termination shall remain in full force after the termination of this Agreement.
8.1 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 Brazil excluding its private international law provisions.
8.2 This Agreement sets out the entire agreement between You and Us regarding the licensing of Your Contributions to Us, superseding any prior oral or written communications concerning the subject matter hereof; provided, however, that this Agreement does not supersede or modify any separate written agreement between You and Us concerning specific Contributions, nor does it affect any confidentiality, non-compete, or intellectual property assignment obligations You may have to Your employer or other third parties.
8.3 In case of Your death, this Agreement shall bind and inure to the benefit of Your heirs, successors, and assigns. Any rights or obligations hereunder may be exercised by Your estate or the duly appointed representative thereof, without requiring unanimous action by multiple heirs.
8.4 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 that 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.
8.5 You agree to promptly notify Us of any material facts or circumstances of which You become aware that materially affect Your authority to grant the rights herein or render any representation in this Agreement false or misleading.
Assignment by Us: We may assign this Agreement, in whole or in part, and all of Our rights, obligations, and licenses hereunder, to any successor in interest or affiliate upon notice to You.
Assignment by You: You may not assign this Agreement or any rights or obligations hereunder without Our prior written consent, except that You may assign this Agreement to Your successor in the event of a merger, acquisition, or sale of all or substantially all of Your assets, provided that such successor agrees in writing to be bound by this Agreement.