CLA.md
Fiduciary License Agreement 2.0
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based on the
Individual Contributor exclusive License Agreement
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(including the Traditional Patent License OPTION)
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Thank you for your interest in contributing to ChainSquad GmbH's
python-graphenelib ("We" or "Us").
The purpose of this contributor agreement ("Agreement") is to clarify
and document the rights granted by contributors to Us. To make this
document effective, please follow the instructions provided when sending a pull
request at https://github.com/xeroc/python-graphenelib.
### 0. Preamble
Software is deeply embedded in all aspects of our lives and it is
important that it empower, rather than restrict us. Free Software gives
everybody the rights to use, understand, adapt and share software. These
rights help support other fundamental freedoms like freedom of speech,
press and privacy.
Development of Free Software can follow many patterns. In some cases
whole development is handled by a sole programmer or a small group of
people. But usually, the creation and maintenance of software is a
complex process that requires the contribution of many individuals. This
also affects who owns the rights to the software. In the latter case,
rights in software are owned jointly by a great number of individuals.
To tackle this issue some projects require a full copyright assignment
to be signed by all contributors. The problem with such assignments is
that they often lack checks and balances that would protect the
contributors from potential abuse of power from the new copyright
holder.
FSFE's Fiduciary License Agreement (FLA) was created by the Free
Software Foundation Europe e.V. with just that in mind -- to concentrate
all deciding power within one entity and prevent fragmentation of rights
on one hand, while on the other preventing that single entity from
abusing its power. The main aim is to ensure that the software covered
under the FLA will forever remain Free Software.
This process only serves for the transfer of economic rights. So-called
moral rights (e.g. authors right to be identified as author) remain with
the original author(s) and are inalienable.
### How to use this FLA
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
info@chainsquad.com.
### 1. Definitions
**"You"** means the individual Copyright owner who Submits a
Contribution to Us.
**"Legal Entity"** means an entity that is not a natural person.
**"Affiliate"** means any other Legal Entity that controls, is
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 that vote to elect the
management or other persons who direct such Legal Entity or (iii)
beneficial ownership of such entity.
**"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 or documentation made available by
Us to third parties. When this Agreement covers more than one software
project, the Material means the software or documentation 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"** means any non-software portion of a Contribution.
### 2. License grant
#### 2.1 Copyright license to Us
Subject to the terms and conditions of this Agreement, You hereby grant
to Us a worldwide, royalty-free, exclusive, perpetual and irrevocable
(except as stated in Section 8.2) 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.
#### 2.2 Moral rights
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.
#### 2.3 Copyright license back to You
Upon such grant of rights to Us, We immediately grant to You 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.
This license back is limited to the Contribution and does not provide
any rights to the Material.
### 3. Patents
#### 3.1 Patent license
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.
#### 3.2 Revocation of patent license
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.
### 4. License obligations by Us
We agree to (sub)license the Contribution or any Materials containing,
based on or derived from your Contribution under the terms of any
licenses the Free Software Foundation classifies as Free Software
License and which are approved by the Open Source Initiative as Open
Source licenses.
We agree to license patents owned or controlled by You only to the
extent necessary to (sub)license Your Contribution(s) and the
combination of Your Contribution(s) with the Material under the terms of
any licenses the Free Software Foundation classifies as Free Software
licenses and which are approved by the Open Source Initiative as Open
Source licenses.
### 5. Disclaimer
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.
### 6. Consequential damage waiver
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.
### 7. Approximation of disclaimer and damage waiver
IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 5. AND SECTION 6.
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.
### 8. Term
8.1 This Agreement shall come into effect upon Your
acceptance of the terms and conditions.
8.2 This Agreement shall apply for the term of the
copyright and patents licensed here. However, You shall have the right
to terminate the Agreement if We do not fulfill the obligations as set
forth in Section 4. Such termination must be made in writing.
8.3 In the event of a termination of this Agreement
Sections 5., 6., 7., 8., and 9. 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.
### 9. Miscellaneous
9.1 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
Germany excluding its private international
law provisions.
9.2 This Agreement sets out the entire agreement
between You and Us for Your Contributions to Us and overrides all other
agreements or understandings.
9.3 In case of Your death, this agreement shall
continue with Your heirs. In case of more than one heir, all heirs must
exercise their rights through a commonly authorized person.
9.4 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.
9.5 You agree to notify Us of any facts or
circumstances of which you become aware that would make this Agreement
inaccurate in any respect.
### You
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### Us
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