This Contribution License Agreement (“Agreement”) is agreed to by the party signing below (“Contributor”), and assigns certain rights to the Klarna (“Klarna”) for Contributor’s open source project(s) This Agreement is effective as of the latest signature date below (“Effective Date”).
1. Definitions.
“Code” means the computer software code, whether in human-readable or machine-executable form, that is delivered by Contributor to Klarna under this Agreement.
“Project” means the project(s) owned or managed by Contributor and listed below that is assigned to the Klarna hereunder.
“Submit” is the act of uploading, submitting, transmitting, or distributing code or other content included in the Project, 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, the Project for the purpose of discussing and improving that Project, but excluding communication that is conspicuously marked or otherwise designated in writing by Contributor as “Not a Submission.”
“Submission” means the Code and any other copyrightable material of the Project Submitted by Contributor, including any associated comments and documentation.
2. Contributor’s Submission. Contributor must agree to the terms of this Agreement before making a Submission of the Project. This Agreement covers any and all Submissions that Contributor, now or in the future, Submit related to the Project.
3. Originality of Work. Contributor represents that each of Contributor’s Submissions is entirely Contributor’s original work. Should Contributor wish to Submit materials that are not Contributor’s original work, Contributor may Submit them to the Project if Contributor (a) retains all copyright and license information that was in the materials as Contributor received them, (b) in the description accompanying Contributor’s Submission, include the phrase “Submission containing materials of a third party:” followed by the names of the third party and any licenses or other restrictions of which Contributor is aware, and (c) follow any other instructions in the Project’s written guidelines concerning Submissions.
4. Licenses.
a. Copyright License. Contributor hereby grants Klarna, and those who receive the Code directly or indirectly from Klarna, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the Submission to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute the Submission and such derivatives works, and to sublicense any or all of the foregoing rights to third parties.
b. Patent License. Contributor grants Klarna, and those who receive the Code directly or indirectly from Klarna, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under Contributor’s patent claims that directly read on the Code to make, have made, use, offer to sell, sell and import or otherwise dispose of the Code.
c. Trademark Rights. Contributor grants Klarna rights to use certain Project trademarks owned by Contributor. The specific grant of rights in those trademarks (if any) is specified by the election to disclaim or license those trademark rights as denoted in the signature block below. By electing to disclaim such rights the Contributor is agreeing to the terms of the “Contributor Marks Disclaimer” in the Trademarks Use Addendum. By electing to license such rights the Contributor is agreeing to the terms of the “Contributor Marks License” in the Trademarks Use Addendum.
d. Other Rights Reserved. Each party reserves all rights not expressly granted in this Agreement. No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are granted by implication, exhaustion, estoppel or otherwise.
5. Representations and Warranties. Contributor represents that Contributor is legally entitled to grant the above assignment and license. Contributor represents that each of Contributor’s Submissions is entirely Contributor’s original work (except as Contributor may have disclosed under Section 3). If an individual is signing this Agreement on behalf an employer making a Submission, the individual represents and warrants that he or she has the necessary authority to bind the listed employer to the obligations contained in this Agreement. Contributor is not expected to provide support for Contributor’s Submission, unless Contributor chooses to do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3 AND 5, THE SUBMISSION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Notice to Klarna. Contributor agrees to notify Klarna in writing of any facts or circumstances of which Contributor later becomes aware that would make Contributor’s representations in this Agreement inaccurate in any respect.
7. Information about Submissions. Contributor acknowledges that contributions to the Project and information about contributions may be maintained indefinitely and disclosed publicly, including all names and other information that Contributor submits with Contributor’s Submission.
8. Governing Law/Jurisdiction/Attorneys’ Fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and the parties consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.
9. Entire Agreement/Assignment. This Agreement is the entire agreement between the parties, and supersedes any and all prior agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement may be assigned by Klarna.
[Remainder of page intentionally blank][Entity Name]
By: _______________________________________________________________
Title: _______________________________________________________________
Signature: _______________________________________________________________
Date: ___________________________________________________________________
Primary email address: _____________________________________________________
Assigned Project(s): __________________________________________________________
Project Trademark(s) (choose one): Disclaimed [ ] Licensed [ ]
Klarna
By: _______________________________________________________________
Title: _______________________________________________________________
Signature: _______________________________________________________________
Date: ___________________________________________________________________
Contributor hereby disclaims the exclusive right to use the trademark(s) and/or logo(s) associated with the assigned Projects and detailed on Exhibit A attached hereto (“Disclaimed Mark(s)”). Contributor is not aware of any claims of ownership or other rights by third parties in the Disclaimed Marks. Contributor acknowledges that Klarna and Project licensees may rely on this disclaimer to make use of the Disclaimed Mark(s).
As the owner of the trademark(s) and/or graphic logo(s) associated with the assigned Projects and detailed on Exhibit B attached hereto (the “Licensed Mark(s)”), including any style specification and marking symbols required to use the mark included therein, Contributor grants Klarna a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use the. Contributor has undertaken appropriate diligence to clear usage against third parties and secure ownership of the Licensed Marks Licensed Mark(s). The Klarna may only use and permit the Licensed Mark(s) to be used in connection with or as identifying the relevant Project(s). The Klarna may permit the sublicensing of the use rights of the Licensed Mark(s) to the respective Project licensees, provided that Klarna requires usage of the Licensed Mark(s) by its licensees that protect and limit the usage of the Licensed Mark(s) to the same extent provided herein. Contributor hereby indemnifies Klarna against claims by third parties resulting from Klarna’s usage of the Licensed Mark(s) or exercise of the rights granted herein consistent with the terms provided for herein.
Klarna acknowledges that Contributor is the sole owner of the Licensed Mark(s) and goodwill associated with the Licensed Mark(s). Klarna will assign in the future any rights it may acquire in the Licensed Mark(s) as a result of its use of the Licensed Mark(s) under this Agreement including any associated goodwill Klarna will take reasonable steps to notify Contributor if it becomes aware of any suspected violation of or challenge to Contributor’s rights in the Licensed Mark(s) and provide Contributor reasonable assistance in protecting and maintaining its rights in the Licensed Mark(s) related to any licensing rights provided for herein; provided, that Contributor will control any legal action concerning the Licensed Mark(s), and the Klarna has no right to take legal action against third parties to enforce the rights it has in the Licensed Mark(s) under this Agreement.
Klarna shall not, nor permit sublicensees to:
- use the Licensed Mark(s) in a way that causes confusion regarding the association of the Licensed Mark(s) with other Projects or software;
- use the Licensed Mark(s) in a way that causes confusion regarding the ownership of the Licensed Mark(s);
- use the Licensed Mark(s) in a way that, barring other agreement, implies that Contributor is affiliated with, sponsors, or endorses the Klarna or sublicensees, or their activity related to the relevant Project(s);
- register, adopt, or use any name, trademark, domain name or other designation that violates Contributor’s rights or Contributor trademark in the Licensed Mark(s);
- use the Licensed Mark(s) in a way that would damage goodwill in the Licensed Mark(s); or
alter, animate or distort the Licensed Mark(s) or combine them with any other symbols, words, images, or designs.
Exhibit A
Disclaimed Marks
[At a minimum, include the project name and any other recognizable, non-descriptive titles used identify parts of the project]
Exhibit B
Licensed Marks and Style and Marking Requirements
[Include any registration information]