Thank you for your interest in contributing to Grafana Labs ("We" or "Us").
This contributor agreement ("Agreement") documents the rights granted by contributors to Us.
To make this document effective, please sign it following the instructions at
[cla-assistant](https://cla-assistant.io/grafana/grafana). This is a legally binding document,
so please read it carefully before agreeing to it. The Agreement may cover more than
one software project managed by Us.
## 1. Definitions
"You" (Individual) means the individual who Submits a Contribution to Us.
"You" (Entity) means any Legal Entity on behalf of whom a Contribution has been received by Us. "Legal Entity" means an entity which is not a natural person. "Affiliates" means other Legal Entities that control, are controlled by, or under common control with that Legal Entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity.
"Contribution" means any work of authorship that is Submitted by You to Us in which You own or assert ownership of the Copyright. If You do not own the Copyright in the entire work of authorship, you must notify us at contact@grafana.com before Submitting such a Contribution.
"Copyright" means all rights protecting works of authorship owned or controlled by You [or Your Affiliates], including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.
"Material" means the work of authorship which is made available by Us to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
"Submit" means any form of electronic, verbal, or written communication sent to Us or our representatives, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
"Submission Date" means the date on which You Submit a Contribution to Us.
"Effective Date" means the date You execute this Agreement or the date You first Submit a Contribution to Us, whichever is earlier.
"Media" means any portion of a Contribution which is not software.
## 2. Grant of Rights
### 2.1 Copyright License
(a) You retain ownership of the Copyright in Your Contribution and have the same rights to use or license the Contribution which You would have had without entering into the Agreement.
(b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable license under the Copyright covering the Contribution, with the right to sublicense such rights through multiple tiers of sublicensees, to reproduce, modify, display, perform and distribute the Contribution as part of the Material; provided that this license is conditioned upon compliance with Section 2.3.
### 2.2 Patent License
For patent claims including, without limitation, method, process, and apparatus claims which You [or Your Affiliates] own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.
### 2.3 Outbound License
As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to license the Contribution only under the terms of the license or licenses which We are using on the Submission Date for the Material or any licenses which are approved by the Open Source Initiative on or after the Effective Date, including both permissive and copyleft licenses, whether or not such licenses are subsequently disapproved (including any right to adopt any future version of a license if permitted).
In addition, We may use the following licenses for Media in the Contribution: GNU Free Documentation License v1.3, Creative Commons Attribution 3.0, or Creative Commons Attribution No Derivatives 3.0 (including any right to adopt any future version of a license if permitted).
2.4 Moral Rights. If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Us or our successors in interest, or any of our licensees, either direct or indirect.
2.5 Our Rights. You acknowledge that We are not obligated to use Your Contribution as part of the Material and may decide to include any Contribution We consider appropriate.
2.6 Reservation of Rights. Any rights not expressly [assigned or] licensed under this section are expressly reserved by You.
## 3. Agreement
You confirm that:
(a) You have the legal authority to enter into this Agreement.
(b) You [or Your Affiliates] own the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 2.
\(c)(Individual) The grant of rights under Section 2 does not violate any grant of rights which You have made to third parties, including Your employer. If You are an employee, You have had Your employer approve this Agreement or sign the Entity version of this document. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement.
\(c)(Entity) The grant of rights under Section 2 does not violate any grant of rights which You or Your Affiliates have made to third parties.
## 4. Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US [AND BY US TO YOU]. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
## 5. Consequential Damage Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU [OR US] BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
## 6. Miscellaneous
6.1 This Agreement will be governed by and construed in accordance with the laws of New York State, United States excluding its conflicts of law provisions. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods ("UN Convention") and the parties intend to avoid the application of the UN Convention to this Agreement and, thus, exclude the application of the UN Convention in its entirety to this Agreement.
6.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
6.3 If You or We assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement.
6.4 The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety.
6.5 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.
Software Grant and Contributor License Agreement ("Agreement")
This agreement is based on the Apache Software Foundation Contributor License Agreement.
(v r190612)
Thank you for your interest in software projects stewarded by Raintank, Inc. dba Grafana Labs (“Grafana Labs”). In order to clarify the intellectual property license
granted with Contributions from any person or entity, Grafana Labs
must have a Contributor License Agreement (CLA) on file that has been
agreed to by each Contributor, indicating agreement to the license terms
below. This license is for your protection as a Contributor as well
as the protection of Grafana Labs and its users; it does not change
your rights to use your own Contributions for any other purpose.
This Agreement allows an individual to contribute to Grafana Labs on that individual’s own behalf, or an entity (the "Corporation") to
submit Contributions to Grafana Labs, to authorize Contributions
submitted by its designated employees to Grafana Labs, and to grant
copyright and patent licenses thereto.
You accept and agree to the following terms and conditions for Your
present and future Contributions submitted to Grafana Labs. Except
for the license granted herein to Grafana Labs and recipients of
software distributed by Grafana Labs, You reserve all right, title,
and interest in and to Your Contributions.
1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity
authorized by the copyright owner that is making this Agreement
with Grafana Labs. For legal 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 work, as well as
any modifications or additions to an existing work, that is intentionally
submitted by You to Grafana Labs for inclusion in, or
documentation of, any of the products owned or managed by Grafana Labs (the "Work"). For the purposes of this definition,
"submitted" means any form of electronic, verbal, or written
communication sent to Grafana Labs or its representatives,
including but not limited to communication on electronic mailing
lists, source code control systems (such as GitHub), and issue tracking systems
that are managed by, or on behalf of, Grafana Labs 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."
2. Grant of Copyright License. Subject to the terms and conditions
of this Agreement, You hereby grant to Grafana Labs and to
recipients of software distributed by Grafana Labs a perpetual,
copyright license to reproduce, prepare derivative works of,
publicly display, publicly perform, sublicense, and distribute
Your Contributions and such derivative works.
3. Grant of Patent License. Subject to the terms and conditions of
this Agreement, You hereby grant to Grafana Labs and to recipients
of software distributed by Grafana Labs 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) were 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 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.
4. You represent that You are legally entitled to grant the above
license. If You are an individual, and 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, or that Your employer has waived such rights for
your Contributions to Grafana Labs. If You are a Corporation, any individual who makes a contribution from an account associated with You will be considered authorized to Contribute on Your behalf.
5. You represent that each of Your Contributions is Your original
creation (see section 7 for submissions on behalf of others).
6. 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.
7. Should You wish to submit work that is not Your original creation,
You may submit it to Grafana Labs 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]".
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This CLA agreement is based on the [Harmony Contributor Agreement Template (combined)](http://www.harmonyagreements.org/agreements.html), [Creative Commons Attribution 3.0 Unported License](https://creativecommons.org/licenses/by/3.0/)
Robby Milo
4 years ago
committed by