Individual Contributor Assignment Agreement
Thank you for your interest in contributing to defguard project owned by Defguard sp. z o.o., Cyfrowa 6/317, 71-441 Szczecin, Poland KRS: 0001168794 NIP (tax ID): 8513329206, ("We" or "Us").
This Contributor Agreement ("Agreement") details the rights you grant Us. Checking the acceptance box (e.g., on GitHub) confirms your agreement and grants Us the extensive licenses detailed herein (Note: Full copyright assignment requires a separate "wet ink" signature under Polish law). While this digital acceptance is sufficient for granting the necessary license, we also welcome and appreciate contributors who choose to complete the full copyright assignment by signing this document physically and sending it to Us via mail or email. The choice of method is entirely yours.
This is a legally binding document, so please read it carefully before agreeing to it. The Agreement may cover more than one software project managed by Us.
1. Definitions
"You" means the individual who Submits a Contribution to Us.
"Contribution" means any work of authorship that is Submitted by You to Us in which You own or assert ownership of the Copyright. The Contribution was made available to Us on GitHub in digital form by providing data to a profile on the GitHub platform. The information on the GitHub platform confirms specific task data.
"Copyright" means all rights protecting works of authorship owned or controlled by You, 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.
"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.
"Media" means any portion of a Contribution which is not software.
2. Grant of Rights
2.1 Copyright Assignment and license
(a) At the time the Contribution is Submitted, You assign to Us all right, title, and interest worldwide in all Copyright covering the Contribution; provided that this transfer is conditioned upon compliance with Section 2.4.
(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to Us, You grant to Us a perpetual, worldwide, exclusive, royalty-free, transferable, irrevocable license under such non-assigned rights, with rights to sublicense through multiple tiers of sublicensees, to practice such non-assigned rights, including, but not limited to, the right to reproduce, modify, display, perform and distribute the Contribution; provided that this license is conditioned upon compliance with Section 2.3.
(c) To the extent that any of the rights in Section 2.1(b) cannot be assigned by You to Us, You grant to Us a perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable license under such non-assigned rights, with rights to sublicense through multiple tiers of sublicensees, to practice such non-assigned rights, including, but not limited to, the right to reproduce, modify, display, perform and distribute the Contribution; provided that this license is conditioned upon compliance with Section 2.3.
(d) To the extent that any of the rights in Section 2.1(a), Section 2.1(b), or Section 2.1(c) can neither be assigned nor licensed by You to Us, You irrevocably waive and agree never to assert such rights against Us, any of our successors in interest, or any of our licensees, either direct or indirect; provided that this agreement not to assert is conditioned upon compliance with Section 2.3.
(e) Upon such transfer of rights to Us, to the maximum extent possible, We immediately grant to You a perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable license under such rights covering the Contribution, with rights to sublicense through multiple tiers of sublicensees, to reproduce, modify, display, perform, and distribute the Contribution. The intention of the parties is that this license will be as broad as possible and to provide You with rights as similar as possible to the owner of the rights that You transferred. This license granted back is limited to the Contribution and does not provide any rights to the Material.
2.2 Fields of use
The assignment, and in the case specified in Section 2.1(b) or Section 2.1(c) of the Agreement license of the Copyright and/or the relevant licenses to the Contribution are granted within all the fields of exploitation, in particular including:
(1) with respect to the Contribution constituting computer programs in the fields of exploitation listed in Article 74(4) of the Act of February 4, 1994, on Copyright and Related Rights and indicated below:
(i) in terms of recording and reproducing the Contribution - production by any technique;
(ii) in terms of trading in the original or copies of the Contribution - including marketing, lending, renting the original, selling licenses or copies of the Work itself;
(iii) placing on the market recording media of all types, including e.g. CDs, DVDs, Blu-ray, as well as publications based on the Contribution or with its use;
(iv) any distribution, including entering the records of the Contribution into the memory of computers and computer network servers, including those generally available such as the Internet, and making them available to users of such networks;
(v) transfer or transmission of records of the Contribution between computers, servers and users (beneficiaries), other recipients, by all kinds of means and techniques;
(vi) making the Contribution available to the public, both against payment and free of charge, during presentations, conferences, lectures and in such a way that everyone can have access to it at a place and time chosen by them, including telecommunications and computer networks or in connection with the provision of telecommunications services, including the use of interactive services for this purpose;
(vii) use of the Contribution by Us, Ours employees or associates as well as contractors, other users and related entities.
(2) with respect to Contribution other than computer programs in the fields of exploitation listed in Article 50 of the Act of February 4, 1994, on Copyright and indicated below:
(i) recording of the Contribution on any data media;
(ii) displaying, using, transferring, entering and storing the Contribution in the memory of a computer, artificial intelligence engine, and other devices;
(iii) translations, adaptation, rearrangement or any other change to the Contribution;
(iv) installing and uninstalling Contribution on computers owned or indicated by Us;
(v) permanent and/ or temporary reproduction, copying of both the whole and part of the Contribution by any technical means using any techniques and on any number of carriers, including making back-up copies of the Contribution that can be used simultaneously with the Contribution;
(vi) displaying, using, transmitting, storing the Contribution in the memory of a computer and other devices;
(vii) using, displaying, transmitting and storing regardless of format, system or standard;
(viii) creating new versions and adaptations (translation, adaptation, rearrangement or any other changes);
(ix) public dissemination, in particular making it available in such a way that everyone can have access to it at a place and time chosen by them, in particular electronic sharing on request as well as lending and renting;
(x) disseminating, publishing on the Internet and in closed networks;
(xi) entering data, updating data, deleting data, exporting data;
(xii) receiving the source code for the Contribution and the right to use it for the maintenance and development of the Contribution.
whereby it is the intention of the Parties to transfer as fully as possible the author's economic rights in the Contribution to Us with respect to both the subject of the transfer and the fields of exploitation. In the event that the Fields of Exploitation specified in the above section prove to be insufficient for the purposes of performing this Agreement, the Parties agree to amend the Agreement in order to expand the Fields of Exploitation. The expansion of the Fields of Exploitation will not be accompanied by any additional remuneration.
2.3 Patent License
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 2.4.
2.4 Outbound License
Based on the grant of rights in Sections 2.1 and 2.3, if We include Your Contribution in a Material, We may license the Contribution under any license, including copyleft, permissive, commercial, or proprietary licenses.
2.5 Moral Rights
If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Us or our successors in interest, or any of our licensees, either direct or indirect.
2.6 Our Rights
You acknowledge that We are not obligated to use Your Contribution as part of the Material and may decide to include only those Contributions We deem appropriate.
2.7 Derivative Rights
You agree and authorize Us to make any changes, alterations, updates, additions and other modifications to the Contribution, hereinafter referred to as "Derivative Work(s)" on the Fields of Exploitation, by Us or other third parties on Our behalf. All rights, including author's economic rights to the Derivative Works made by Us, shall be owned by Us. You consent to the use of the Derivative Works and disposition of the rights to them by Us. We may authorize other entities in the scope specified above. The abovementioned provision shall constitute the assignment of Your right to exercise derivative copyrights to Us.
2.8 Reservation of Rights
Any rights not expressly assigned or licensed under this section are expressly reserved by You.
3. License
3.1 Grant of the License
If, under applicable law or due to the nature of the Contribution, such assignment is not valid or enforceable (in whole or in part), the You grant to Us a non-exclusive, irrevocable, royalty-free, sublicensable, worldwide license to use, reproduce, distribute, publicly display, modify, sublicense, and prepare derivative works with regard to the Contribution for a period of fifteen (15) years from the date of submission. This license shall automatically renew for successive five (5) year periods unless You provide Us with written notice of Your intent to opt out of such renewal no later than ninety (90) days prior to the end of the current license term.
3.2 Second tier License
If and to the extent that any provision of the license granted above is held to be invalid, unenforceable, or inapplicable under applicable law, including but not limited to Polish copyright law, such license shall automatically be limited, narrowed, or otherwise modified to the minimum extent necessary for it to be valid and enforceable in that jurisdiction. The remainder of the license shall remain in full force and effect.
This clause is intended to preserve the maximum legally permissible scope of rights granted to Us in the Contribution, consistent with Your intent as expressed herein.
4. Waiver of claims
To the fullest extent permitted by applicable law, and in the event that neither the assignment of Copyright nor the license granted above is valid, enforceable, or effective for any reason, You hereby irrevocably waive any and all present or future claims against Us, our affiliates, licensees, successors, and assignees, arising out of or relating to the use, reproduction, modification, distribution, sublicensing, or other exploitation of the Contribution or any Derivative Works.
This waiver includes, but is not limited to, any claims for compensation, attribution, damages, or injunctive relief, and applies regardless of the form of action, whether contractual, tortious, statutory, or otherwise.
Nothing in this clause shall be construed as a waiver of rights that cannot be waived under applicable law.
5. Representations and Warranties
You confirm that:
(a) You have the legal authority to enter into this Agreement.
(b) You represent and warrant that the Copyright in the work has been created by You, or You own the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 2.
(c) You represent and warrant that the Contribution will not infringe the rights or protected interests of any third parties, in particular intellectual property rights or personal rights.
(d) the Copyright will not be subject to any third-party rights or claims;
(e) The grant of rights under Section 2 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.
6. Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, 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 AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
7. Consequential Damage Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US 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.
8. Miscellaneous
(a) This Agreement will be governed by and construed in accordance with the laws of Poland 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.
(b) This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
(c) 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.
(d) 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.
(e) 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.
By commenting "I have read the Individual Contributor Assignment Agreement and I hereby sign the Individual Contributor Assignment Agreement" on a pull request, You accept and agree to the terms above for Your present and future Contributions submitted to Defguard.