Community license agreement

Definitions

a. “You” (or “your”) shall mean the contribution copyright owner (whether an individual or corporation) or legal entity authorized by the copyright owner that is entering into this CLA with Platform.sh. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, “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

b. “Contribution(s)” shall mean the code, documentation or other original works of authorship, including any modifications or additions to an existing work, submitted by you to Platform.sh for inclusion in, or documentation of, any of the products or projects owned or managed by Platform.sh (the “Work(s)”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Platform.sh or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Platform.sh for the purpose of discussing and/or improving the Work.

Grant of Copyright License

You hereby grant to Platform.sh and to recipients of software distributed by Platform.sh a perpetual, worldwide, non-exclusive, transferable, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works.

Grant of Patent License

With respect to any patents you own, or that you can license without payment to any third party, you hereby grant to Platform.sh and to recipients of software distributed by Platform.sh a perpetual, irrevocable, non-exclusive, worldwide, no-charge, royalty-free patent license to:

• (i) make, have made, use, sell, offer to sell, import, and otherwise distribute and exploit your Contributions in whole or in part, alone or in combination with or included in any product, work or materials arising out of or relating to the Works to which your Contributions were submitted; and
• (ii) sublicense these same rights to third parties through multiple levels of sublicensees or other licensing arrangements.

Effective date

Except as set out above, you keep all right, title, and interest in your Contributions. The rights that you grant to us under this Agreement are effective on the date you first submitted a Contribution to us, even if your submission took place before the date you entered into this Agreement.

Claims to contribution

You represent and warrant that:

• (i) the Contributions are an original work and that you can legally grant the rights set out in this Agreement;
• (ii) the Contributions and Platform.sh’s exercise of any license rights granted hereunder, does not and will not, infringe the rights of any third party;
• (iii) you are not aware of any pending or threatened claims, suits, actions, or charges pertaining to the Contributions, including without limitation any claims or allegations that any or all of the Contributions infringes, violates, or misappropriate the intellectual property rights of any third party (you further agree that you will notify Platform.sh immediately if you become aware of any such actual or potential claims, suits, actions, allegations

Employer claims

If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent and warrant that your employer has waived such rights for your Contributions to Platform.sh, or that you have received permission to make Contributions on behalf of that employer and that you are authorized to execute this Agreement on behalf of your employer.

Continued support

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. Except for the express warranties in Section 5, and unless required by applicable law or agreed to in signed writing, you provide your Contributions on an “as is” basis, without warranties or conditions of any kind.

Liability

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.

Modifications and enforcement

This Agreement sets out the entire agreement between You and us for your Contributions to us and overrides all other agreements and understandings. You acknowledge that we are not obligated to use your Contributions and will decide to include Contributions we consider appropriate. The failure of either party to enforce its rights under this Agreement for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

This Agreement shall be deemed agreed in and governed by the laws of France. The United Nations Convention for the International Sale of Goods shall not apply. The parties undertake to take all steps to reach a mutual agreement to any dispute arising in relation to the validity, interpretation or fulfillment of the Agreement. The parties agree that all disputes shall be settled by the Commercial court of Paris. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the Parties, and the remainder of this Agreement will remain in full force and effect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.