In order to establish the intellectual property license granted with Contributions from any person or entity, Ball Aerospace & Technologies Corp. (“Ball Aerospace”) must have a signed Ball Aerospace COSMOS Software® Contributor License Agreement (“Ball CLA”) on file for each Contributor, indicating agreement to the license terms set forth below. The Ball CLA is intended for your protection as a Contributor as well as for the protection of Ball Aerospace and the user community of Ball Aerospace COSMOS Software® distributed by Ball Aerospace (“COSMOS Software”). Be advised that this Ball CLA does not change your rights to use your own Contributions for any other purpose.
The Contributor accepts and agrees to the following terms and conditions for all present and future Contributions submitted to Ball Aerospace for inclusion in the COSMOS Software. Except for the license granted herein to Ball Aerospace and the users of the COSMOS Software, you reserve all rights, title, and interest in and to your Contributions.
“Contribution” shall mean any original work of authorship, including any modification or addition to an existing work, that has been submitted for inclusion in, or documentation of, the COSMOS Software, where such work originates from a Contributor or from some entity acting on behalf of a Contributor. For the purposes of this definition, a Contribution shall be considered to have been “submitted” when any form of electronic, verbal, or written communication is sent to Ball Aerospace, 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 Ball Aerospace for the purpose of discussing or improving the COSMOS Software or its documentation, but excluding communications that are conspicuously marked or otherwise designated in writing as “Not a Contribution.” Any Contribution submitted to Ball Aerospace for the COSMOS Software shall be subject to the terms and conditions of this license, without any additional terms or conditions, unless you explicitly state otherwise in your submission.
“Contributor” (also referred to herein as “you” and “your”) shall mean any individual or legal entity who is the copyright holder, or a legal entity authorized by the copyright holder, who has entered into this Agreement with Ball Aerospace and voluntarily submitted a Contribution to the COSMOS Software. 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” shall mean: (i) the power, direct or indirect, to cause the direction and management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares of such entity, or (iii) beneficial ownership of such entity.
2. Grant of Copyright License.
Subject to the terms and conditions of this Agreement, the Contributor hereby grants to Ball Aerospace and to the users of the COSMOS Software a perpetual, non-exclusive, worldwide, royalty-free, fully paid up, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Contribution and any derivative works based thereon.
3. Grant of Patent License.
Subject to the terms and conditions of this Agreement, the Contributor hereby grants to Ball Aerospace and to the users of the COSMOS Software a perpetual, non-exclusive, worldwide, royalty-free, fully paid up, irrevocable (except as stated otherwise in this paragraph) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the COSMOS Software, 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) was submitted. If any person or 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 COSMOS Software to which you have contributed, constitutes direct or contributory patent infringement, in that event any patent license granted to that person or entity under this Agreement for that Contribution or the COSMOS Software shall terminate as of the date such litigation is filed.
4. Representation Regarding Legal Capacity to Grant License.
You hereby represent that you are legally entitled to grant the above-described licenses in each Contribution you make hereunder. If you are employed and your employer has rights in any intellectual property you create that includes your Contribution, you represent that: (i) you have received permission to make such Contribution on behalf of your employer; (ii) your employer has waived its rights for your Contribution to the COSMOS Software; or (iii) your employer has executed a separate Ball CLA.
5. Representation Regarding Originality of Contributions.
You hereby represent that each Contribution you submit is your original creation. You further represent that each Contribution you submit includes complete details regarding any third-party licenses or other legal restrictions (including, but not limited to, patents, copyrights, trademarks, and license agreements) of which you are personally aware and which are associated with any part of your Contribution.
6. Submissions on Behalf of Third Parties.
Should you wish to submit work that is not your original creation, you may submit it to Ball Aerospace for inclusion in the COSMOS Software separately from any Contribution. The process for submitting such material is as follows: (i) completely identify the details regarding the source of the material being submitted; (ii) fully describe any legal restrictions (including, but not limited to, patents, copyrights, trademarks, and license agreements) to which material being submitted is subject as far as you are personally aware; and (iii) conspicuously mark the material being submitted as: “Submitted on behalf of a third party: [named here].”
7. Provision of Support for Contributions.
You are not expected to provide support for your Contributions, except to the extent you desire to provide support. You may provide support gratuitously, for a fee, or not at all. Your Contributions are provided on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
8. Obligation to Maintain Accuracy of Representations.
You agree to notify Ball Aerospace of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
9. Acknowledgement of Discretionary Use of Contributions.
You acknowledge and agree that Ball Aerospace is under no obligation to accept or include any Contribution to the COSMOS Software.
AGREED TO AND ACCEPTED BY: