Papra

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Papra Individual Contributor License Agreement

In plain English (not part of the agreement)

  • In order to use your contributions, PAPRA must have a signed Contributor License Agreement on file, indicating agreement to the license terms below.

  • This license is for your protection as a contributor as well as the protection of PAPRA and the project's users; it does not change your rights to use your own contributions for any other purpose.

  • You keep the copyright on your work. This is a license, not a transfer of ownership.

  • This agreement allows PAPRA to distribute your contribution under licenses other than the AGPL, including paid commercial licenses. That is the reason this document exists.

  • In return, you shall have access to benefits available only to contributors of the project (section 9).

  • Furthermore, PAPRA undertakes that your contribution stays available under the open-source license it was submitted under (section 10). That is the AGPL for most of the project, and the package's own license for the few packages published under a different one. Selling a commercial license does not take your code out of the open-source project.

  • You keep every right to your own code. You can use it, relicense it, or sell it elsewhere. Nothing here is exclusive.

  • The license rights can only be transferred to someone who takes on the same undertakings regarding benefits and availability under open-source license. Nobody can acquire the rights and drop the promises.

  • A future version of this agreement cannot change the deal retroactively. A revised version binds you only for new contributions you make after accepting it.

The text below is the actual agreement. Should this summary and the agreement contradict each other, the agreement terms shall prevail.

Agreement

This Individual Contributor License Agreement (the "Agreement") is entered by and between:

Corentin Thomasset, acting as individual entrepreneur, having his registered office 632 montée des Charrières, 69470 Cours la Ville, France, registered with the French National Companies Register under number 841 330 632, (hereinafter referred to as "PAPRA");

And

[Full name], known on GitHub as @[GitHub username] (GitHub user ID [GitHub ID]), born on [date of birth] in [place of birth], (hereinafter referred to as "You")

(each hereinafter individually referred to as a "Party" or collectively the "Parties").

You accept and agree to the following terms and conditions for your Contributions, as defined hereafter, submitted to PAPRA, in consideration for benefits set out in section 9, and PAPRA's undertaking that each of your Contributions will remain available under its Open Source License, as set out in section 10, in addition to any other license under which PAPRA may choose to distribute it. Except for the license granted herein to PAPRA and to recipients of software distributed by PAPRA, You reserve all right, title, and interest in and to your Contributions.

1. Definitions

"Project" shall mean the PAPRA software project published by PAPRA, including its applications, packages, documentation and translations, together with any project into which it is renamed or continued, and irrespective of where its repositories are hosted. For identification only, and without limiting this definition, the Project is hosted at https://github.com/papra-hq/papra at the date of this Agreement; a change of hosting provider, repository name, or version control system does not alter the scope of this Agreement.

"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 PAPRA for inclusion in, or documentation of, the Project, as identified in Appendix 1. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to PAPRA or PAPRA's 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, PAPRA for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution".

"Open Source License" shall mean, in respect of each Contribution, the open source license under which the part of the Project to which that Contribution was submitted was published at the time of submission, as identified in that part of the Project, for example in its license file or its package manifest. Where that part of the Project identifies no license of its own, the Open Source License is the license under which the Project as a whole was published at that time. In each case the Open Source License is the version of that license identified at the time of submission, including any "or later" option it carries. PAPRA may additionally distribute the Contribution under a later version of that same license, but doing so does not discharge the undertaking in section 10 as to the version identified at the time of submission.

2. Grant of Copyright License

Subject to the terms and conditions of this Agreement, and in consideration of benefits set out in section 9, You hereby grant to PAPRA a worldwide, non-exclusive, irrevocable, transferable and sublicensable copyright license, for the entire duration of the intellectual property rights in any country or region, to:

  • reproduce, publicly display, represent, communicate, make available and otherwise exploit the Contribution, by any means and on any media known or unknown to this day, including on paper, or on digital, computerized, electronic, digital medium, regardless of the format and presentation, type of representation, streaming or publication;

  • modify, decompile, adapt, translate, arrange, change, improve, correct, evolve, and otherwise create derivative works from the Contribution, by adding, deleting, incorporating or adapting all or part of the Contribution;

  • incorporate the Contribution into the Project and into derivative works of the Project; and

  • distribute, sublicense, transfer and otherwise make the Contribution and the Project available under its Open Source License and any separate paid commercial licenses offered by PAPRA.

This license is granted separately for each Contribution: for Contributions submitted before your acceptance of this Agreement, it is granted upon that acceptance; for Contributions submitted afterwards, it is granted at the moment each Contribution is submitted, by acceptance of the Agreement through the Project's automated CLA check on your pull request, including any modifications You make to your Contribution under the same pull request. Nothing is licensed until a Contribution is actually submitted, and nothing in this Agreement obliges You to submit any Contribution.

The rights granted under this section may be exercised by PAPRA, its affiliates, successors, licensees, distributors and customers.

3. Grant of Patent License

Subject to the terms and conditions of this Agreement, and in consideration of benefits set out in section 9, You hereby grant to PAPRA and to recipients of software distributed by PAPRA worldwide, non-exclusive, irrevocable (except as stated in this section), transferable and sublicensable patent license, for the remaining term of the licensed patent claims, to make, have made, use, offer to sell or lease, sell or lease, import, and otherwise transfer your Contributions, 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 Project to which such Contribution(s) was submitted. 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 Project 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 Project shall terminate as of the date such litigation is filed. The license in this section takes effect, for each Contribution, at the same time as the copyright license in section 2.

4. Entitlement to grant

You represent and warrant that You:

  • have sufficient rights and authority to enter into this Agreement and to grant the above licenses, and

  • that You have the legal capacity to enter into this Agreement or, if You are a minor under the law of your country of residence, that your parent or legal guardian has consented to your doing so. PAPRA may require, as a condition of accepting this Agreement or any Contribution, that this consent be confirmed in writing by the parent or legal guardian directly.

If your employer(s) has rights to intellectual property that You create that includes your Contributions, You represent that:

  • You have received permission to make Contributions on behalf of that employer in which case such submission shall be made in accordance with section 7, and

  • that your employer has waived such rights for your Contributions to PAPRA, or that your employer has executed a separate Corporate Contributor License Agreement with PAPRA.

5. Representations and Warranties

You represent and warrant that:

  • each of your Contributions is your original creation or that You have obtained all rights, permissions and consents necessary to submit it under this Agreement (see section 7 for submissions on behalf of others) ;

  • your Contribution submissions disclose any third-party code, data or materials included in the Contribution and include complete details of any third-party license or other restriction of which You are personally aware and which are associated with any part of your Contributions;

  • the Contribution does not knowingly infringe any copyright, patent, trademark, trade secret or other right of any third party;

  • the Contribution does not contain confidential information belonging to any third party;

6. No obligation, no 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. PAPRA is likewise under no obligation to accept, use, include, or retain any Contribution in the Project. Unless required by applicable law or agreed to in writing, You provide your Contributions without warranties of merchantability, or fitness for a particular purpose.

7. Work that is not your own

Should You wish to submit work that is not your original creation, You may submit it to PAPRA 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 represent and warrant that You have obtained all rights, permissions and consents necessary to submit it under this Agreement, and that the Contribution fully complies with the warranties and representations detailed under section 5 above.

8. Notification

You agree to notify PAPRA of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.

9. Consideration

In consideration for the rights granted by You under this Agreement, PAPRA shall provide You with the following benefits:

  • attribution in the copyright notices, contributor lists, release notes or other reasonable Project acknowledgements, where technically and operationally practicable (such attribution shall mention your pseudonym / GitHub handle as mentioned in the field above, without any reference to your first and last name, unless no pseudonym / GitHub handle is provided, in which case your first and last name will be used);

  • upon reasonable request, a written professional reference and/or a certificate of contribution including a description of the accepted Contribution;

  • access to commercial offers reserved for Contributors, including a 20% discount on "plus" and "pro" plans for 1 (one) year following the date your Contribution is merged in the Project, preferential pricing or other advantages relating to the Project's commercial license, support, maintenance, training or other services offered by PAPRA; and

  • upon request, following the acceptance of the submitted Contribution, attribution of a "Contributor" badge on PAPRA's Discord channel.

PAPRA may determine the practical arrangements for providing the benefits set out herein, provided that such arrangements remain reasonably accessible and are not withdrawn retroactively in respect of benefits already provided.

The Parties acknowledge that the benefits set out herein constitute contractual consideration and that this Agreement is not intended to constitute a gift, donation or gratuitous transfer of rights.

You acknowledge that the rights granted under this Agreement are necessary to enable PAPRA to develop, maintain, distribute and license the Project, including under both the Project's Open Source License and a separate commercial license.

10. Relationship to the Open Source License

This Agreement supplements, and does not replace, the license under which your Contributions were or are otherwise provided. Your Contributions remain licensed under their Open Source License, and nothing in this Agreement withdraws, restricts, or terminates any right granted to any person under that license.

In addition, for so long as PAPRA distributes any version of the Project that includes your Contribution, PAPRA shall keep that Contribution available under its Open Source License. This undertaking concerns licensing, not hosting: it does not oblige PAPRA to keep any Contribution in the Project, to distribute the Project through any particular channel, or to continue distributing the Project at all.

11. Term

This Agreement shall be in effect from the date You sign this Agreement and shall remain in effect for the entire duration of the intellectual property rights of the Contribution in any country or region.

12. Governing law

This Agreement is governed by the laws of France, without regard to its conflict-of-law provisions. The competent courts having jurisdiction over PAPRA's registered office shall have jurisdiction over any dispute arising out of or in connection with this Agreement.

13. Personal data

Insofar as the Parties process personal data for the purposes of keeping records and performing the Agreement, they undertake to comply, at all times, with any regulations applicable to the protection of personal data and in particular the Regulation (EU) n° 2016/679 of the European Parliament and of the Council of April 27, 2016 known as the "GDPR" and the French law n° 78-17 of January 6, 1978 as amended, known as the "Loi Informatique et Libertés".

PAPRA shall keep a record of this Agreement, for as long as the Project includes the Contribution, and thereafter for as long as necessary to establish, exercise or defend legal claims relating to it, on the basis of PAPRA's legitimate interest. Where acceptance is collected through a third-party service (such as an automated CLA check), that service processes this data on the PAPRA's behalf. The name and email address you configured in your Git client are in any case recorded in the Project's public Git history. To exercise your rights over your personal data (access, rectification, erasure, restriction, objection), contact PAPRA at cla@papra.app. You may also lodge a complaint with your supervisory authority (in France, the CNIL).

14. General

Severability. If any provision of this Agreement is held invalid or unenforceable, the Parties shall, where possible, replace this cancelled provision with a valid provision in keeping with the spirit and purpose of the Agreement, and the remaining provisions remain in full force.

No waiver. A failure by either Party to enforce a provision of this Agreement is not a waiver of the right to enforce that provision, or any other, at a later time.

Entire agreement. This Agreement is the entire agreement between You and PAPRA concerning the licenses granted in your Contributions, and supersedes any earlier discussions or understandings on that subject. It does not replace, restrict, or modify the Open Source License, or any rights any person holds under it.

Independent Parties. Nothing in this Agreement creates any employment, agency, partnership, or joint venture relationship between You and PAPRA.

Notices. Unless otherwise stipulated by this Agreement, the Parties expressly agree that all exchanges between them may occur through any means, including by email.

Electronic form. The Parties agree that this Agreement may be concluded electronically, and that acceptance recorded as described under "Signing" below constitutes valid proof of consent.

Signing

This is version 1.1 of the Agreement. By accepting, You confirm that You have read it and agree to be bound by it.

For new contributions: accept through the Project's automated CLA check on your pull request, following the instructions it posts. Acceptance is electronic. No printed, scanned or handwritten signature is required.

For contributions already merged: reply in writing to PAPRA (for example by email to cla@papra.app) stating that You accept version 1.1 of this Agreement, and attaching a completed and signed version of the Agreement. The reply must come from the GitHub account or the email address associated with your Contributions, so that the acceptance can be matched to them.

Appendix 1: Contributions

This Appendix forms part of the Agreement, and identifies the Contributions to which it relates.

[List of contributions]