Contributor License Agreement
Signing the CLA is handled through https://cla-assistant.io/ and is automatically triggered on pull requests to any appropriate GitHub repository.
In order to clarify the intellectual property license granted with Contributions from any person or entity, Blackbaud, Inc. ("Blackbaud") must have a Contributor License Agreement ("Agreement") agreed to by each Contributor. This license is for your protection as a Contributor as well as the protection of Blackbaud; it does not change your rights to use your own Contributions for any other purpose.
Either individuals or business entities, including without limitation, all employees or agents acting on behalf of such entity (an "Entity"), may submit Contributions to Blackbaud under this Agreement. If you click the checkbox below to indicate that you are entering this Agreement on behalf of an Entity, you represent that you have the authority to bind such Entity to this Agreement, in which case, the terms "You" and "Your" shall refer to such Entity, as further defined below.
Please read this document carefully before agreeing to it, and print a copy for your records.
You accept and agree to the following terms and conditions for (i) UNLESS OTHERWISE GOVERNED BY A WRITTEN LICENSE AGREEMENT, ALL CONTRIBUTIONS THAT YOU MAY HAVE PREVIOUSLY SUBMITTED TO BLACKBAUD and (ii) Your present and future Contributions submitted to Blackbaud. Except for the license granted herein to Blackbaud and recipients of software distributed by Blackbaud, You reserve all right, title, and interest in and to Your Contributions.
Definitions.
"You" (or "Your") shall mean the copyright owner or Entity authorized as Contributor by the copyright owner that is making this Agreement with Blackbaud. For 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.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is or has been intentionally submitted by You to Blackbaud for inclusion in, or documentation of, any of the products owned or managed by Blackbaud (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Blackbaud 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, Blackbaud for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
Grant of Copyright License.
Subject to the terms and conditions of this Agreement, You hereby grant to Blackbaud and to recipients of software distributed by Blackbaud a perpetual, worldwide, non-exclusive, 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.
Subject to the terms and conditions of this Agreement, You hereby grant to Blackbaud and to recipients of software distributed by Blackbaud a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. You furthermore agree to notify Blackbaud of any patents that you know or come to know are likely infringed by the Contribution and/or are not licensable by You. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
Representations.
If You are entering this Agreement as an individual, You represent that You are legally entitled to grant the above license. If Your employer(s) has rights to intellectual property that You create, such as your Contributions, You represent that You have received permission to make Contributions on behalf of that employer, that Your employer has waived such rights for Your Contributions to Blackbaud, or that Your employer has executed a separate Corporate CLA with Blackbaud. If You are entering this Agreement on behalf of an Entity, You represent that You are legally entitled to grant the above license. You represent further that each employee of the Entity that submits Contributions is authorized to submit such Contributions on behalf of the Entity.
You represent that each of Your Contributions is Your original creation (see subsection d. below for submissions on behalf of others). 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 Contributions. Contributor shall indemnify and defend Blackbaud against any third party claims arising from Contributors breach of this Agreement, including any type of claim for infringement of any United States or Canadian patent, trademark, or copyright owned by such third party.
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. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON- INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
Should You wish to submit work that is not Your original creation, You may submit it to Blackbaud separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".
You agree to notify Blackbaud of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
Dispute Resolution; Governing Law.
Disputes and claims arising out of this Agreement will first be submitted to senior management of both Blackbaud and Contributor for amicable resolution. If the matter cannot be settled within a reasonable period of time, the dispute or claim shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules, with one (1) arbitrator appointed to conduct arbitration and arbitration taking place in a mutually agreed upon location. Any decision in arbitration shall be final and binding upon Blackbaud and Contributor. Judgment may be entered thereon in any court of competent jurisdiction. Contributor and Blackbaud expressly waive any right to a trial by jury in any proceeding arising under or related to this agreement. This agreement shall be governed by the laws of the State of New York, excluding choice of law principles.
General.
Except as otherwise specifically stated herein, remedies shall be the cumulative and there shall be no obligation to exercise a particular remedy. No failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by a duly authorized representative of both Blackbaud and Contributor. If any provision of this Agreement is held to be unenforceable, the other provisions shall remain in full force and effect. All proposed modifications, variations, edits, or additions to this Agreement are objected to and deemed material unless otherwise mutually agreed to in writing. Blackbaud may assign its rights or obligations in connection with a change of control without Contributor’s consent. Contributor may not assign its rights or obligations under this Agreement. Any acts pursuant to this Agreement are performed by Contributor as an independent contractor, not as an employee of Blackbaud. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Blackbaud and Contributor.