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Pocket Individual Contributor License Agreement#

DRAFT — pending legal review. This agreement is not in effect. Please don't sign it yet. Its wording will change after an attorney reviews it, and Pocket will announce when contributors are asked to sign.

Version: draft 0.1 (not yet in effect)

This draft is adapted from the Apache Software Foundation's Individual Contributor License Agreement v2.2. The differences from the Apache text are listed at the end.

What this agreement does, in brief#

This summary is not part of the agreement.

  • You keep your copyright. This is a license, not an assignment. You can use your own contribution in any other way you like.
  • You let the maintainer license your contribution broadly. That includes Pocket's open source license and, for people building closed products on the core, a separate commercial license. Commercial licenses fund Pocket's maintenance so the core can stay free. Licensing explains the model.
  • Your contribution stays open source. Section 4 promises that anything you contribute will remain available to everyone under an open source license approved by the Open Source Initiative.
  • You confirm the work is yours to give and tell the project about any third-party code or restrictions you know of.

Agreement#

Thank you for your interest in contributing to Pocket. To clarify the intellectual property license granted with Contributions from any person or entity, the Maintainer must have on file a signed Contributor License Agreement ("CLA") from each Contributor, indicating agreement with the license terms below. This agreement is for your protection as a Contributor as well as the protection of the Maintainer and Pocket's users. It does not change your rights to use your own Contributions for any other purpose.

You accept and agree to the following terms and conditions for Your Contributions (present and future) that you submit to the Maintainer. Except for the license granted herein to the Maintainer and recipients of software distributed by the Maintainer, 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 the Maintainer. 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.

"Maintainer" shall mean Ryan Palermo, the maintainer of Pocket, and any successor to whom this Agreement is assigned under Section 10.

"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Maintainer for inclusion in, or documentation of, Pocket or any other project owned or managed by the Maintainer under the Pocket name (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Maintainer or the Maintainer's representatives, including but not limited to communication on electronic mailing lists, source code control systems (including pull requests), and issue tracking systems that are managed by, or on behalf of, the Maintainer 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."

Subject to the terms and conditions of this Agreement, You hereby grant to the Maintainer and to recipients of software distributed by the Maintainer a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works. The Maintainer may exercise this license, and may sublicense Your Contributions, under license terms of the Maintainer's choosing, including open source licenses and commercial or proprietary licenses, subject to Section 4.

3. Grant of Patent License#

Subject to the terms and conditions of this Agreement, You hereby grant to the Maintainer and to recipients of software distributed by the Maintainer 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) was 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. Open source commitment#

As a condition of the rights granted in Sections 2 and 3, the Maintainer agrees that each of Your Contributions that the Maintainer includes in a distributed version of the Work will also be made available to the public, at no charge, under the license or licenses under which the Work is distributed on the date You submitted that Contribution, or under another license approved by the Open Source Initiative. This commitment continues for as long as the Maintainer distributes the Work, and it binds any successor under Section 10.

5. Your right to grant this license#

You represent that you are legally entitled to grant the above license. 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 the Maintainer.

6. Original work#

You represent that each of Your Contributions is Your original creation (see Section 8 for submissions on behalf of others). You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions.

7. No obligation to support; disclaimer#

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.

8. Work that isn't yours#

Should You wish to submit work that is not Your original creation, You may submit it to the Maintainer 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]".

9. Keeping this accurate#

You agree to notify the Maintainer of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

10. Assignment#

The Maintainer may assign this Agreement, together with the Maintainer's rights and obligations under it, to a successor that takes over stewardship of the Work, provided the successor agrees in writing to be bound by Section 4.

How to sign#

When this agreement is in effect, a bot will ask first-time contributors to sign by posting this comment on their pull request:

I have read the Pocket Contributor License Agreement and I hereby sign it.

The bot records your GitHub username, the pull request and the date. Signing once covers your future contributions. The CLA isn't in effect yet; see Contributing for the current status.

Differences from the Apache ICLA#

Listed for review. This section is not part of the agreement.

  • "The Foundation" (the Apache Software Foundation) is replaced by "the Maintainer" throughout, and the Work is Pocket.
  • The preamble's commitment that the Foundation won't use Contributions contrary to its nonprofit status is removed. It's replaced by the open source commitment in Section 4, which is new.
  • Section 2 adds a sentence stating that the Maintainer may license Contributions under terms of the Maintainer's choosing, including commercial licenses, subject to Section 4. It grants a license; it does not assign copyright.
  • Section 5 omits the Apache reference to a separate Corporate CLA.
  • Section 10 (assignment to a successor) is new.
  • The name, address and signature fields of the Apache form are replaced by a pull-request comment recorded by a bot.
  • Section headings are added and some sections are renumbered. The wording of the patent grant, representations, disclaimer and third-party submission sections follows the Apache text.

Listed for review. This section is not part of the agreement.

  • Should the counterparty be Ryan Palermo personally, or a legal entity such as an LLC or a fiscal sponsor? How should succession (Section 10) work?
  • Does Section 4 achieve its goal, that every contribution always stays available under an OSI-approved license, without preventing commercial licenses of the same code? It's modeled on the outbound-license approach of the Project Harmony agreements.
  • Is a corporate CLA needed for contributors whose employers own their work?
  • Which governing law and venue should apply? The Apache text specifies neither.
  • Should the agreement ask contributors to disclose substantial use of AI tools in a contribution?

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