Contributor License Agreement

cla.md

CONTRIBUTION LICENSE AGREEMENT

version 1.0

This Contribution License Agreement is concluded by and between Braiins and You to govern Your present and future Contributions to the Projects of Braiins. This Agreement is for Your protection as a contributor as well as for the protection of Braiins as an owner of the Projects, its users, and its licensees; You may still license Your own Contributions under other terms, unless such licenses violate the terms and conditions hereof.

You accept and agree to this Agreement by signing in with your GitHub user account below. This Agreement is concluded and is effective as of the date of its acceptance by You.

The capitalized terms used in this introduction shall have a meaning defined below in the “Definitions” section hereto.

Please, read this Agreement carefully before signing and keep a copy for Your records.

1. DEFINITIONS

   1. Any capitalized terms used in this Agreement shall have the meaning given to them in this “Definitions” section hereof unless explicitly stated otherwise:

“Braiins” shall mean the commercial company Braiins Systems s.r.o., with its registered office at Křižíkova 148/34, Karlín, Prague 8, Czech Republic, Id. No. 241 47 931, registered in the commercial register kept by the Municipal Court in Prague under file No. C 183056.

“You” shall mean any individual or legal entity contributing to the Projects of Braiins and making this Agreement with Braiins. For legal entities, the entity Contributing and all other entities that control, are controlled by, or are under common control with that entity are considered as a single contributor. For the purposes of this definition, the "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“Project(s)” shall mean any projects owned or managed by Braiins in which software is offered under the open source license GNU General Public License version 3 or under any other open source license including, but not limited to, projects in which the software is publicly offered via the GitHub Platform.

“Contribution”** **shall mean a computer software code either in machine executable or other human readable form or any other proprietary materials or other content, including any modifications or additions to any existing work, communicated to Braiins for the purpose of altering, amending, improving, discussing, or otherwise changing the Project(s) including, but not limited to, any submissions, comments and documentation communicated to Braiins via GitHub Platform.

“Contribute” shall mean to upload, submit, transmit, distribute or otherwise communicate verbally, electronically, in writing, or in any other form (including, but not limited to, the source code control systems and open source software development platforms including GitHub Platform) the Contribution to Braiins.

“GitHub Platform” shall mean the platform for changing and improving an open source software and other materials by third-party contributors accessible at the following website: www.github.com.

“Employer” shall mean Your employer or any third party for whom You perform activities (as an employee, agent, contractor, etc.) in any way related to the contents of Your Contribution such as creating, reviewing, testing, commenting, altering, improving or otherwise contributing to the creation of those contents .

1. 1. The section headings in this Agreement are for Your convenience only and shall not govern the meaning or interpretation of any terms and clauses herein.

2. CONTRIBUTIONS

   1. This Agreement governs any of Your Contributions to any of the Projects. Therefore, unless You agree to the terms of this Agreement, You are not entitled to Contribute to any of the Projects and You shall avoid any attempts to do so.
   2. You represent that You are eighteen (18) years of age or older and Your legal capacity has not been limited to the extent that would prevent You from undertaking the obligations assumed hereby. You furthermore represent that You enter into this Agreement as an entrepreneur and therefore may not be considered as a consumer within the meaning of applicable law.
   3. You represent that Your Contribution including any contents thereof is Your original work and that You retain all intellectual property rights related thereto (except in the event You meet the conditions to Contribute the work that is not Your original work set out in Article 2.4. and/or 2.5. hereof below).
   4. You may Contribute the contents that are not your original work only if You retain all the rights and licenses that allow You to enter into this Agreement and to grant to Braiins all the licenses hereunder. In such case You undertake to notify Braiins that the Contribution may contain materials of third parties no later than with Your Contribution.
   5. You may Contribute during Your work for the Employer or if the Employer has intellectual property rights to Your Contribution only with the prior written consent of such Employer with Your Contribution. You must obtain such consent before you sign this Agreement and You must provide such consent to Braiins no later than with Your Contribution.
   6. Braiins is not obliged to keep confidential the Contributions or any other communication, suggestions, recommendations or documents provided by You in relation to any of the Projects. You agree that any of such Contributions or any other communication, suggestions, recommendations or documents may be maintained by Braiins indefinitely and disclosed publicly, including Your name and other information with which You accompany Your Contributions.

3. LICENSES

   1. You grant Braiins a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable license to use the Contribution in its initial form, in an adapted form, or in otherwise modified form, whether separately or in a collection or connection with any other work or elements, and any derivative works prepared of the Contribution, and to sublicense any or all of the foregoing rights to third parties.
   2. Under the granted license Braiins is entitled to use the Contribution in any way, by any means and in any form that they desire including, but not limited to, reproducing, distributing, renting, lending, preparing derivative works of, publicly performing and publicly displaying the Contribution. You hereby give Your prior consent with any alterations, amendments or any other changes to Your Contribution made by Braiins or any third-party authorized by Braiins.
   3. You hereby agree that Braiins is not obliged to exercise any rights under the granted license. By not exercising the rights to use the Contribution Braiins does not waive any of their rights under the granted license and the granted license and any rights granted thereunder shall not** **cease.
   4. You expressly agree that You are not entitled to any remuneration for the license or to reimbursement of any costs incurred in relation therewith even in the event that Braiins uses the Contribution for commercial purposes (e.g. licenses it to third parties under a proprietary license).
   5. In the event that Your Contribution or any derivative works prepared thereof constitute a patentable invention, You hereby grant Braiins a perpetual, worldwide, non-exclusive, royalty-free, irrevocable patent license to use (e.g. to make, have made, use, offer to sell, sell, import or otherwise dispose of) the Contribution in its initial form, in an adapted form, or in otherwise modified form, whether separately or in a collection or connection with any other work or elements, and any derivative works prepared of the Contribution, and to sublicense any or all of the foregoing rights to third parties, where such license applies *inter alia *to those patent claims licensable by You that are necessarily infringed by Your Contribution alone or by combination of Your Contribution with the other contents of the Project to which such Contribution was Contributed. The terms and conditions set out in Article 3.2. to 3.4. hereof apply to the patent license as well.
   6. You represent that You are legally entitled to grant the above licenses. If You are signing this Agreement on behalf of Your Employer, You represent and warrant that You have the necessary authority to bind the listed Employer to the obligations contained herein.

4. NOTICES

   1. You agree to notify Braiins in writing of any facts or circumstances of which You later become aware that would make any of Your express or implied representations and declarations in this Agreement inaccurate in any respect.
   2. Any notifications addressed to Braiins hereunder shall be sent to the following email address: opensource@braiins.com and are considered as delivered when the delivery has been confirmed by Braiins.
   3. You undertake to notify Braiins if You learn that Your right to grant Braiins the licenses hereunder are or may be compromised such as in the event that You have received a pre-action letter regarding the contents of the Contributions or litigation was initiated regarding the contents of the Contributions. In the event that any of the rights granted to Braiins hereunder are or may be compromised, You undertake to provide Braiins with any information and cooperation necessary to retain such rights of Braiins under the granted licenses.

5. APPLICABLE LAW AND JURISDICTION

   1. You agree that the laws of the Czech Republic, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Braiins in connection herewith.
   2. Any dispute relating in any way to this Agreement shall be decided with final effect before the courts of the Czech Republic, in particular before the District Court for Prague 8 and (in the event that the regional court decides as a first instance court) before the Municipal Court in Prague. Should you have violated or threatened to violate Braiins intellectual property rights in any manner, Braiins may seek injunctive or other appropriate relief in any court of Braiins choice. You consent to the exclusive jurisdiction and venue in such courts.

6. MISCELLANEOUS

   1. You are not entitled to unilaterally terminate or withdraw from this Agreement for any statutory reason or without any reason unless specifically stated otherwise herein and You hereby waive any such rights. You are not entitled to file for a rescission of this Agreement before any court or similar body and You hereby waive any such rights.
   2. This Agreement constitutes the entire agreement of the parties hereto and supersedes any other agreements and understandings, oral or written, with respect to the matters contained herein.
   3. This Agreement may not be modified except by a new agreement of the parties hereto made in writing. Any oral agreement of the parties hereto on the change of this provision is considered null and void.
   4. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall remain valid as to its other provisions and the remainder of the affected provision, unless it can be concluded under the circumstances that, in the absence of the provision found to be null and void, the parties hereto would not have concluded this Agreement. The parties hereto shall use all reasonable efforts to replace all provisions found to be null and void by provisions that are valid under the applicable laws and come closest to their original intent.

By signing, You accept and agree to the terms of this Agreement for Your present and future Contributions to Projects of Braiins.