Individual Contributor License Agreement

Valid from: 06.04.2025

EximeeBPMS Individual Contributor License Agreement (CLA)

This Contributor License Agreement (“Agreement”) is entered into between Consdata S.A., ul. Krysiewicza 9/14, 61-825 Poznań, Poland (hereinafter “Consdata”), and the individual identified as the contributor below (hereinafter “Contributor” or “you”). This Agreement covers any Contributions you submit to the EximeeBPMS open-source project (“EximeeBPMS” or the “Project”), which is owned and maintained by Consdata.

Purpose: This Agreement clarifies the terms under which you, as a Contributor, grant certain rights to Consdata and to all recipients of EximeeBPMS. It is intended to protect both you and Consdata: it ensures that Consdata and the Project’s users have the necessary rights to use your Contributions, while you retain ownership of your work. This Agreement does not transfer your copyright – you retain copyright ownership of your Contributions, and you are free to use or license your Contributions for any other purpose outside of EximeeBPMS.

By electronically signing or agreeing to this CLA, you accept and agree to the following terms for any Contribution that you submit, now or in the future, to the EximeeBPMS Project. Please read this document carefully before accepting.

1. Definitions

“Project”: The open-source project known as EximeeBPMS, including its software, documentation, and any related materials maintained by Consdata.
“Contribution”: Any original work of authorship that is intentionally submitted by you to the Project. This includes but is not limited to source code, object code, patches, documentation, artwork, designs, or any other materials you provide to the Project. For the purposes of this Agreement, a Contribution is considered “submitted” when it is sent to the Project or its maintainers via any communication channel (for example, source control platform pull requests, patches via email, issue tracker, etc.) for inclusion in the Project.
“Contributor” (or “you”): The individual person who agrees to and is bound by this Agreement, and who submits a Contribution to the Project.
“Consdata” (also “we” or “us”): Consdata S.A., the legal entity that owns and maintains the EximeeBPMS Project, including its successors or assigns. Consdata is the recipient of the licenses and assurances granted by you under this Agreement.

Note: If you are contributing in your capacity as an employee or agent of an organization, only your individual contributions are covered by this Agreement. (Your employer may need to sign a separate corporate CLA if applicable, or you must have authority to sign on their behalf as explained below.)

2. Grant of License

2.1 Copyright License Grant to Consdata and Recipients

License Grant: Subject to the terms of this Agreement, you hereby grant to Consdata and to all current and future recipients of the EximeeBPMS Project a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license, under all of your relevant copyrights in your Contribution, to do the following:

Use and Reproduce: Use, copy, and reproduce your Contribution, in whole or in part, in any medium or format;
Modify and Prepare Derivative Works: Modify your Contribution, merge it into the Project, and create derivative works based upon your Contribution;
Distribute: Distribute your Contribution (and any modifications or derivative works thereof) as part of or included in the Project, by any means and to any party;
Sublicense: Sublicense the foregoing rights to third parties, including as needed to allow distribution of the Contribution as part of EximeeBPMS under any license consistent with the Project.

This license allows Consdata and the Project’s users to use your Contribution as needed within the Project, to redistribute it under the Project’s open-source license, and to sublicense it so that downstream users can also freely use and modify your Contribution. The license granted by you is perpetual and irrevocable, meaning it has no expiration and cannot be revoked by you (except as provided by law or as specified in this Agreement).

Retention of Ownership: Except for the license expressly granted above, you retain all rights, title, and interest in and to your Contribution. In particular, you retain the copyright to your Contribution. This Agreement does not transfer ownership of your Contribution to Consdata. You are free to continue using, distributing, or licensing your Contribution outside the Project as you wish. (For example, you may use your contributed code in your own projects or share it with others separately from EximeeBPMS.)

2.2 Patent License (Optional)

To the extent that you hold any patent rights that would be necessarily infringed by the use or distribution of your Contribution as part of the Project, you hereby grant to Consdata and to all recipients of the Project a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under those patent claims to make, have made, use, sell, offer for sale, import, and otherwise transfer the Contribution as part of EximeeBPMS. This patent license is granted only to the extent that such patent claims are necessarily implicated by your Contribution itself or by its combination with the Project. (In other words, you are licensing any patents you own that would be infringed by including your Contribution in EximeeBPMS, so that Consdata and Project users can use your Contribution without concern of patent litigation from you or your successors.)

2.3 Moral Rights

Moral Rights: To the fullest extent permitted by applicable law, you waive and agree not to assert any moral rights you may have in your Contribution against Consdata or any recipients of the Project. This means, for example, that you will not assert any right to be identified as the author of the Contribution, to object to modifications, or to limit how the Contribution is used in the Project, to the extent that such rights can be waived. (This clause does not negate any attribution practices of the Project; it simply ensures that the granted license can be exercised without additional consent even in jurisdictions that recognize moral rights.)

3. Contributor’s Rights and Obligations

3.1 Rights Retained by Contributor: As the Contributor, you keep all your ownership rights in your Contribution, as stated above. You have the right to use, redistribute, or license your Contribution for your own purposes outside of the Project. Nothing in this Agreement restricts your rights to do what you want with your own Contribution outside of EximeeBPMS. Consdata acknowledges that you do not give up your copyright and that you may continue to exploit your Contribution independently.

3.2 Responsibilities and Obligations: By agreeing to this CLA, you also accept certain responsibilities to ensure that the Contribution is yours to contribute and will not pose legal issues for the Project. You agree and warrant that:

Original Work or Permission Obtained: Each Contribution you submit is either your original creation or you have secured all necessary rights or permissions to submit the work and to grant the licenses as provided in this Agreement. You will not knowingly submit material that is copied (in whole or in part) from a third party without proper authority or without explicitly identifying such third-party content and its licensing terms. If your Contribution includes or is based on any third-party content (including open source code from other projects), you must disclose this and ensure that the third-party content is under a license permissive enough for you to grant the rights described in this CLA. In short, you will only contribute material that you have the legal right to contribute.
No Violations of Law or Third-Party Rights: To your knowledge, your Contribution and its inclusion in the Project do not infringe any third party’s intellectual property rights (such as copyrights, patents, trademarks, or trade secrets) and do not violate any applicable laws. You are not aware of any pending or threatened claims, suits, or disputes alleging that your Contribution infringes someone else’s rights or violates the law. If you become aware of any such issue, you agree to promptly notify Consdata.
Authority to Contribute / Employer’s Consent: You represent that you have the legal authority to enter into this Agreement and to grant the stated licenses. If you are contributing code as part of your employment or as an agent of another entity (for example, if your employer might have rights to your Contribution), you have ensured that your employer or organization has consented to your Contribution and to the terms of this CLA. Specifically, if your employer has intellectual property rights to anything you create, you confirm that: (a) you have permission from your employer to make the Contribution and to grant all the rights granted in this Agreement, or (b) your employer has waived any such rights for this Contribution, or (c) your employer has signed a separate Corporate Contributor License Agreement with Consdata. You also represent that there are no other contracts or agreements with third parties (such as vendor agreements or grant terms) that would prevent you from contributing the work.
Complete Details of Third-Party Components: If your Contribution contains any portion that is subject to an open-source or other license from a third party (for example, if you adapt code from another project under GPL, MIT, etc.), you will identify such portions and provide details of the license or any restrictions when submitting the Contribution. You agree not to include any content in your Contribution that is subject to a license or restriction that incompatibly conflicts with the Project’s licensing or this CLA. (For example, you will not contribute code that is under a license that would require Consdata or Project recipients to pay royalties or impose additional obligations beyond those of the Project’s own license.)
No Additional Conditions: You promise that you have not knowingly imposed and will not impose any additional restrictions or conditions on the Contribution that are not covered by this Agreement. This means the rights granted to Consdata and Project recipients under Section 2 can be exercised without any further permissions or fees to any third party from Consdata’s or the Project users’ perspective.
Notification of Changes: If at any time you become aware that any of your warranties or representations in this Section 3 were inaccurate or have become inaccurate (for example, if you discover that you did not actually have permission for a part of your Contribution, or you become aware of a third-party claim relating to your Contribution), you agree to promptly notify Consdata in writing. You will cooperate with Consdata to resolve any such issues in good faith.

4. Disclaimer of Warranty and Liability

As-Is Contribution: You understand and agree that Consdata and the Project are under no obligation to accept or include your Contribution in EximeeBPMS. Whether and how your Contribution is used is at the sole discretion of Consdata and the Project’s maintainers. You also understand that you will not receive any compensation for your Contribution or for agreeing to this CLA; you are contributing on a voluntary, unpaid basis.

No Warranties: To the maximum extent permitted by law, you are providing your Contribution on an “AS IS” basis, without any warranties or conditions of any kind. You do not make any guarantee that your Contribution is error-free or fit for any particular purpose. In fact, you disclaim any and all warranties, express or implied, regarding your Contribution, including (but not limited to) warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or absence of defects. Consdata and any recipient of your Contribution accept it with this understanding.

No Liability: You will not be liable to Consdata or to any other party for any direct, indirect, incidental, or consequential damages arising from the Project’s use of your Contribution, except to the extent required by applicable law. In other words, you are not promising that your Contribution will not cause any problems, and if it does cause issues (like bugs or intellectual property claims), you generally will not be held responsible for those, aside from any responsibility that cannot be waived under the law. Likewise, Consdata and Project recipients are not liable to you for how they use your Contribution under the terms of this Agreement.

No Support Obligation: You are not expected or required to provide support, updates, or fixes for your Contribution, unless you choose to do so. You may provide support or assistance for free, for a fee, or not at all, at your sole discretion. Providing a Contribution does not obligate you to continue contributing or maintaining the code.

5. General Terms

5.1. No Obligation to Use Contribution

You acknowledge that Consdata has no obligation to incorporate your Contribution into the Project or to continue using it. The Project’s maintainers may decide not to use, or to later alter or remove, any Contribution you submit. Contributing is not a guarantee that your code or content will be part of the Project.

5.2. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of Poland, without regard to its conflict of law principles. In the event of any dispute arising out of or in connection with this Agreement or your Contribution, you agree that such dispute may be brought in the competent courts of Poznań, Poland, and you consent to the personal jurisdiction of such courts. (This choice of law and forum is made because Consdata is based in Poland. Note that as a contributor in another country, you are agreeing that Polish law will govern this Agreement.)

5.3. Assignment

Consdata may assign or transfer the rights and obligations under this Agreement to a successor entity or a third party that takes over responsibility for the EximeeBPMS Project (for example, if the project ownership changes, is subsumed by an open-source foundation, or Consdata undergoes restructuring). This Agreement will inure to the benefit of Consdata’s successors and assigns. You may not assign your rights or obligations under this Agreement to others; this Agreement is personal to you as the Contributor.

5.4. Entire Agreement

This Agreement constitutes the entire agreement between you and Consdata with respect to your Contributions to the Project. It supersedes any prior communications or agreements (whether oral or written) regarding your Contributions. There are no other promises or conditions in any other agreement (whether oral or written) between you and Consdata regarding the subject matter of this CLA. Any modification or amendment to this Agreement must be in writing and agreed to by both you and Consdata (except that Consdata may publish an updated version of this CLA and require you to accept it for future Contributions, in which case that updated version will supersede this one going forward once you have accepted it).

5.5. Severability

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, that provision shall be interpreted to achieve as closely as possible the original intent of the parties (or, if impossible, deemed severed from this Agreement), and the remaining provisions of this Agreement will continue in full force and effect. The invalidity of a specific clause will not affect the validity and binding nature of the rest of the Agreement.

5.6. Electronic Acceptance and Signature

Electronic Signature: You acknowledge and agree that by electronically signing this Agreement, or by otherwise indicating your assent to it via an online click-through or similar mechanism, you are executing this Agreement electronically. You agree that your electronic signature (or agreement) is the legal equivalent of your physical signature on this document. You do not need to physically sign a paper copy in order for this Agreement to be binding. The effective date of this Agreement will be the date on which you accept it.

Counterparts: For administrative convenience, this Agreement may be executed or accepted in multiple counterparts (for example, through an online system), which taken together will constitute one and the same instrument. Consdata may keep a record of your acceptance (such as an electronic log or a copy of a signed document), and that record will be treated as conclusive evidence that you have agreed to the terms herein.

By signing or clicking “I Agree” to this Contributor License Agreement, you, the Contributor, hereby confirm that you have read and understood this Agreement and agree to be bound by its terms.

Contributor: Date: