Liferay Portal Contributor's Agreement
Thank you for your participation in the Liferay Open Source Community ("Liferay Community"), an open source community sponsored by Liferay, Inc. ("Liferay"), and projects within the Liferay Open Source Community ("Liferay Projects"), including, but not limited to, Liferay Portal, Liferay Social Office, and Liferay Alloy UI. Liferay also creates products ("Liferay Products") based on Liferay Projects which include, but are not limited to, Liferay Portal Enterprise Edition and Liferay Social Office Enterprise Edition.
Please note that Liferay requires that you ("Contributor) review and indicate acceptance of the terms and conditions of this Liferay Contributor Agreement ("Agreement"). For the avoidance of confusion, this Agreement outlines the terms of your Contribution (hereinafter defined) and grants to Liferay all proprietary rights in the Contribution submitted for possible inclusion to either a Liferay product and/or Liferay Project.
PLEASE READ THIS DOCUMENT CAREFULLY AND RETAIN A COPY FOR YOUR PERSONAL RECORDS.
WHEREAS, Contributor wishes to contribute certain intellectual property defined hereunder to Liferay and for inclusion to Liferay Projects and/or Liferay Products;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties agree as follows:
- Contributor -"Contributor" means the individual or copyright owner submitting the Contribution. If the Contribution is on behalf of a company, the term "Contributor" shall also mean the company.
- Contribution - "Contribution" shall mean any and all original work(s) of authorship, including but not limited to, any source code, object code, patch, tool, documentation, sample, graphic, specification, manual, and other material and any modification or addition to existing work(s), that is intentionally submitted or posted to Liferay by Contributor for inclusion to either Liferay Products and/or Liferay Projects. Submissions clearly marked or otherwise indicated by Contributor as "Not a Contribution" shall be excluded.
- ASSIGNMENT - Contributor hereby assigns, transfers and conveys to Liferay an irrevocable, perpetual, worldwide, exclusive, royalty-free ownership, title and interest in and to the Contribution free of claims, including, but not limited to, copyrights, copyright applications, copyright registrations, if any, and all intellectual property and proprietary rights recognized anywhere in the world, now or in the future, associated with the Contribution. Further, Liferay takes ownership of all intellectual property and proprietary rights of the Contribution and Liferay hereby has the right to make, have made, use, sell, offer to sell, import and otherwise exploit the Contribution and all derivative works, in whole or in part, alone or in combination with or included in any product, work or materials produced from Liferay Products and/or Liferay Projects, and to sublicense these rights to third parties through multiple tiers of sub-licensees or otherwise. Contributor understands that Liferay has no duty to consult with, obtain the consent of, or pay royalties or otherwise for any use of the distribution of the Contribution. Contributor agrees never to assert against Liferay or its licensees or transferees any moral or ownership rights in the Contribution. Contributor understands that Liferay may register the copyright in the Contribution with the U.S. Copyright Office to record this assignment and Contributor acknowledges that Liferay may exercise all rights as the copyright owner of the Contribution. If and to the extent the foregoing assignment is invalid, ineffective or unenforceable, Contributor hereby grants to Liferay a perpetual, irrevocable, sublicensable, royalty-free, worldwide, non-exclusive license to use, reproduce, alter, modify, distribute, publicly display, perform and create derivative works of the Contribution.
- LICENSE - Liferay hereby licenses to Contributor a perpetual, non-exclusive, royalty-free right to use, modify and distribute the Contributions. This license is limited solely to the Contribution and does not provide any rights or licenses to any Liferay Products, Liferay Projects, documentation, or intellectual property.
- CONTRIBUTION ACCEPTANCE - Contributor understands that the decision to include the Contribution in any product or source repository lies entirely with Liferay and nothing in this Agreement shall be deemed to require Liferay to include the Contribution in any Liferay Products and/or Liferay Projects.
- REPRESENTATIONS AND WARRANTIES - Contributor represents and warrants that the Contribution is Contributor's original work(s) of authorship and that Contributor is legally entitled to grant the rights and privileges set forth in this Agreement and is duly authorized to execute this Agreement on behalf of himself/herself or the copyright owner. Contributor represents and warrants that, to the best of Contributor's knowledge, the Contribution does not violate any third party's copyrights, trademarks, patents or other intellectual property rights and that no other person or entity has the right to claim any right related to the Contribution. Contributor represents that the Contribution shall include full disclosure and complete details of any third-party license or any other restriction that the work(s) may be subject to (including, but not limited to, related patents and/or trademarks) of which Contributor is aware and which are associated with any part of the Contribution. Contributor agrees to promptly notify Liferay of any facts or circumstances should any of the foregoing representations become inaccurate in any respect.
- LIMITATION OF LIABILITY - Under no circumstance shall Liferay be liable to Contributor or any third party for any reason relating to this Agreement. Liferay shall have no liability for any incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent by law.
Liferay's total aggregate liability arising out of this Agreement, whether for breach of contract or tort or otherwise, shall not exceed one hundred dollars ($100.00). The parties agree that the foregoing represents a reasonable allocation of risk based on the nature of this Agreement.
- GOVERNING LAW AND JURISDICTION - This Agreement shall be governed by the laws of the State of California and applicable U.S. federal law, without regard to principles of conflicts of laws.
- ENTIRE AGREEMENT - This is the entire agreement between Contributor and Liferay and shall supersede any prior agreements, whether written or oral, relating to the subject matter of this Agreement, and may be amended only by a writing signed by both parties.
The effective date of this Agreement shall be the date Contributor clicks "Accept" in the Liferay Issue Tracker