The purpose of this Contributor License Agreement ("CLA") is to clarify and define the rights and obligations of you, as the contributor of certain code or works, to EspoCRM, Inc. ("EspoCRM").
You may only contribute original work created by you or your company, and you must have the right to make the contribution on behalf of yourself and/or your company.
By making a contribution, you agree to the terms of this CLA, which includes your grant to EspoCRM of a royalty-free, perpetual, and irrevocable license to use and relicense your Contribution (as defined below).
"EspoCRM Project" means any project owned, initiated or managed by EspoCRM and/or their affiliates.
"Contribution" means any work of authorship, including any modifications or additions to an existing work, bug reports, suggested patches, translations, and/or localizations, that is intentionally submitted by you to EspoCRM for documentation of, use with, or inclusion in EspoCRM Project and any other products or services owned or managed by EspoCRM. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication provided to EspoCRM or its representatives, or uploaded, submitted, displayed, or made an integral part of EspoCRM Project by you and/or on your behalf, including, but not limited to, communication on electronic mailing lists, websites, GitHub, source code control systems, and issue tracking systems that are managed by, made available by or on behalf of EspoCRM, or any third party in relation to EspoCRM Project, including for the purpose of discussing, modifying, revising, and improving EspoCRM Project, including identification of errors and/or issues and the remedy thereof.
You agree that the following terms and conditions apply to all of your past (previously submitted), present, and future Contributions.
Copyright License. Subject to the terms and conditions of this CLA, you hereby grant to EspoCRM a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, modify, copy, delete, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works, on any licensing terms, including without limitation: (a) open-source licenses; and (b) proprietary, or commercial licenses; with the right to sublicense the foregoing rights through multiple tiers of sublicensees and to transfer the above rights to third parties, in any possible manner.
Patent License. Subject to the terms and conditions of this CLA, you hereby grant to EspoCRM a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable patent license to make, have made, use, modify, copy, delete, offer to sell, sell, import, and otherwise transfer your Contributions, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Contributions alone or by combination of your Contributions with EspoCRM Project and any other products or services owned or managed by EspoCRM to which such Contributions were submitted, on any licensing terms, including without limitation: (a) open-source licenses; and (b) proprietary, or commercial licenses; with the right to sublicense the foregoing rights through multiple tiers of sublicensees and to transfer the above rights to third parties, in any possible manner.
You represent and warrant that you are legally entitled to grant the above copyright and patent licenses.
You represent and promise that your Contribution is an original work that was authored by you and that neither EspoCRM nor any affiliate will be subject to any claim that use of your Contribution infringes any rights of any third party.
You represent that your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of your Contribution. If your employer(s) have rights to intellectual property that you create, you represent that you have received permission to make the Contributions on behalf of that employer, or that your employer has waived such rights for your Contributions to EspoCRM. If any other person or entity has any rights in your Contribution, then you represent and warrant that such person has granted you express and unconditional permission to license the Contribution on the terms of this CLA.
The rights conferred in this CLA to EspoCRM shall automatically and immediately extend to any entity that later becomes a EspoCRM affiliate or a part of EspoCRM, including by way of change of control, merger, acquisition, and/or sale of all or substantially all of its shares and/or assets.
If any provision of this CLA is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this CLA.
This CLA is governed by and construed in accordance with the laws of the State of Delaware, except for its conflicts of laws principles. Any cause of action arising under or relating to this CLA must be brought exclusively in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts.