SuiteSparse:GraphBLAS Individual Contributor License Agreement

Thank you for your interest in contributing to SuiteSparse:GraphBLAS

This contributor agreement ("Agreement") documents the rights granted by
contributors to the SuiteSparse:GraphBLAS authors ("We" and "Us"). To make this
document effective, please sign it and send it to Us by electronic submission.
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" means the individual who Submits a Contribution to Us.

    "Contribution" means any work of authorship that is Submitted by You to Us
    in which You own or assert ownership of the Copyright.

    "Copyright" means all rights protecting works of authorship owned or
    controlled by You, 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.

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 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

        Based on the grant of rights in Sections 2.1 and 2.2, if We include
        Your Contribution in a Material, We may license the Contribution under
        any license, including copyleft, permissive, commercial, or proprietary
        licenses.

    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 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 own the Copyright and patent claims covering the Contribution which
    are required to grant the rights under Section 2.

    (c) 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.

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. 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 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 the State of Texas 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.

Us
Timothy A. Davis, GraphBLAS author

