This is a Contributor License Agreement that You must accept before HERE will approve any of Your contributions to HERE open source software projects. Please read the below terms through carefully.
This Contributor License Agreement ("CLA") documents the rights granted by You to HERE Europe B.V. ("HERE").
This is a legally binding agreement between You and HERE. Please read these terms carefully before accepting the terms and signing the CLA through the CLA Assistant. By making a Contribution you accept to be bound by these terms.
This CLA shall apply to all Contributions made by You unless You included the following exact statement "Not a Contribution" into those parts of the Submission (including but not limited into the source code and documentation) that should not be considered as a Contribution. Submission marked as "Not a Contribution" will not be considered as a Contribution under this CLA.
"You" means either a natural person or a legal entity on behalf of whom a Contribution is made and/or this Agreement is entered into.
"Affiliate(s)" means an entity that controls, is controlled by, or under common control with that entity. For these purposes, "control" means (i) the power, direct or indirect, to control the composition or direct the affairs of management of such entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities with vote to elect the management or other persons who direct such entity or (iii) beneficial ownership of such entity.
"Contribution" means any work of authorship, including but not limited to software, documentation and other works including modifications and additions to the existing works, that You Submit to HERE.
"Effective Date" means the date when You execute this CLA or the date You first Submit a Contribution to HERE, whichever is earlier.
"Software" means HERE software and documentation, including any contributions made thereto, or any later version or derivatives thereof as published by HERE or its Affiliates.
"Submit" or "Submission" means any form of electronic, verbal, or written communication including but not limited to electronic mails, contribution channels and discussion forums, You provide to HERE or its representatives.
"Submission Date" means the date on which You Submit a Contribution to HERE.
2.1 Copyright License. You hereby grant to HERE and any recipients of the Software a perpetual, irrevocable, worldwide, non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up license under Your copyrights to reproduce, modify, combine, implement, display, perform, sub-license and distribute the Contribution and its derivative works.
2.2 Patent License. You hereby grant to HERE and any recipients of the Software a perpetual, irrevocable, worldwide, non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up license under patents owned or controlled by You that are necessarily infringed by the Contribution or by the combination of the Contribution with the Software into which the Contribution was made, to make, have made, use offer to sell, sell, import and otherwise transfer, reproduce, modify, combine, implement, display, perform, sub-license and distribute the Contribution and its derivative works.
If a third party, or anyone on such third party's behalf, institutes a patent claim against You (or Your Affiliate) alleging that Your Contribution or the combination of Your Contribution with the Software into which the Contribution was made constitutes a patent infringement, the patent license granted by You to that third party based on above, shall terminate.
3.1 You hereby represent that:
(a) You have the right to enter into a legally binding agreement in accordance with the applicable legislation and have the right to enter into this CLA on Your behalf;
(b) the Contributions are created by You and You have the right to grant the rights as defined in section 2 and the grants do not violate any grant of rights which You or Your Affiliates have made to third parties.
(c) You shall inform HERE immediately in writing after becoming aware of or suspecting that there are any risks of intellectual property right infringements related to Your Contribution or its combination with the Software.
3.2 You hereby acknowledge and understand that:
HERE is under no obligation to include Your Contribution as a whole or any parts of it into the Software that will be distributed or made available by HERE or its Affiliates.
4.1 EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED "AS IS". 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 HERE AND BY HERE 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.
6.1 This CLA will be governed by and construed in accordance with the laws of the Netherlands excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
6.2 This CLA becomes valid on the Effective Date and shall remain in force until terminated by 30 days prior written notice. The terms and conditions of this CLA that by their nature (including Sections 2.1 and 2.2) or otherwise reasonably should survive cancellation or termination of this CLA shall be deemed to survive.
6.3 This CLA constitutes the entire agreement for the Contributions and overrides all other agreements or understandings unless otherwise explicitly agreed in writing.
6.4 Neither failure to exercise, nor any delay in exercising by either You or HERE, any right or remedy under this CLA shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further exercise thereof or the exercise of any other right or remedy.
6.5 If any provision of this CLA is or becomes invalid and unenforceable, the validity or enforceability of any other term and/or condition of this CLA shall not be affected and such invalid or unenforceable term and/or condition shall be enforced to the maximum extend permitted by law and completed by a valid interpretation of such term and/or condition, which to the extent possible achieves the original purpose of the invalid or unenforceable term and/or condition.