Ultralytics Individual Contributor License Agreement
Thank you for your interest in contributing to software projects managed by Ultralytics Inc. ("Ultralytics", "We" or "Us"). This Contributor License Agreement ("Agreement") sets out the rights granted by contributors ("You" or "Your") to Us and the terms governing any contributions as defined in Section 1. This license is for your protection as a Contributor as well as the protection of Ultralytics; it does not change your rights to use your own Contributions for any other purpose.
By accepting and agreeing to these terms and conditions You accept and agree to the following terms and conditions for Your past, present and future Contributions submitted to Ultralytics. Except for the license granted herein to Ultralytics and recipients of software distributed by Ultralytics, You reserve all right, title, and interest in and to Your Contributions.
If you have any questions respecting this Agreement, please contact hello@ultralytics.com.
1. Definitions
1.1 "You" or "Your"
Shall mean the individual who submits a Contribution to Ultralytics or the legal entity authorized by the copyright owner that is making this Agreement with Ultralytics. 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.
1.2 "Contribution"
Shall mean any original work of authorship, including but not limited to source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information, or any other works of authorship, that is intentionally submitted by You to Ultralytics, in any form and in any manner, for inclusion in, or documentation of, any of the projects managed by Ultralytics (the "Work"). This includes any modifications or additions to existing works that are submitted for the purpose of contributing to a Project and improving the Work.
1.3 "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.
1.4 "Submit" or "Submission" or "Submitted"
Or any derivatives shall mean any form of electronic, verbal, or written communication sent to Ultralytics or its representatives, 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, Ultralytics for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
1.5 "Project"
Shall mean any of the software projects owned, managed, or maintained by Ultralytics, including but not limited to open-source projects made available by Ultralytics to which Contributions may be submitted.
2. Grant of Rights
2.1 Copyright License
To the maximum extent permitted by the relevant law, and subject to the terms and conditions of this Agreement, You hereby grant to Ultralytics and to recipients of software distributed by Ultralytics 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.
2.2 Patent License
To the maximum extent permitted by the relevant law, and subject to the terms and conditions of this Agreement, You hereby grant to Ultralytics and to recipients of software distributed by Ultralytics 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.
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
To the fullest extent permitted by law, You hereby waive, and agree not to assert, all of Your "moral rights" in or relating to Your Contributions for the benefit of Ultralytics, its assigns, and their respective direct and indirect sublicensees.
3. Representations and Warranties
You represent 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 Your Contributions were created in the course of Your employment with Your past or present employer(s), You represent that such employer(s) has authorized You to make Contributions on behalf of such employer(s) or such employer(s) has waived all of their right, title, or interest in or to Your Contributions.
(d) You have followed the instructions provided by Ultralytics if You do not own the Copyright in the entire work of authorship submitted.
(e) Should You wish to submit work that is not Your original creation, You may submit it to Ultralytics 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]."
(f) You agree to notify Ultralytics of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.
4. Disclaimer of Warranties
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. Miscellaneous
5.1 Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of the State of New York, United States of America, excluding its conflicts of law provisions. The parties submit to venue in, and jurisdiction of, the courts located in New York, New York, for purposes relating to this Agreement. You waive all defenses of lack of personal jurisdiction and forum non-conveniens.
5.2 Entire Agreement
This Agreement sets out the entire agreement between You and Ultralytics for Your Contributions and overrides all other agreements or understandings.
5.3 Assignment
Ultralytics may assign this Agreement, and all of its rights, obligations, and licenses hereunder, without Your prior consent.
5.4 Waiver of Performance
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.
5.5 Severability
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.
5.6 No Obligation
You acknowledge that Ultralytics is under no obligation to use or incorporate your Contributions into any of the Work. The decision to use or incorporate your Contributions into any of the Work will be made at the sole discretion of Ultralytics or its authorized delegates.
5.7 Effective Date
The Effective Date of this Agreement shall be the date You execute this Agreement or the date You first Submit a Contribution to Ultralytics, whichever is earlier.
FAQ
What is the purpose of the Ultralytics Contributor License Agreement (CLA)?
The Ultralytics CLA defines the terms under which you contribute to Ultralytics' software projects. It outlines the rights and obligations related to your contributions, including granting copyright and patent licenses, and addressing the handling of third-party content.
Why do I need to agree to the Copyright License in the CLA?
Agreeing to the Copyright License allows Ultralytics and its users to use, modify, distribute, and create derivative works from your contributions. This ensures that your contributions can be integrated into Ultralytics projects and shared with the community, fostering collaboration and software development.
How does the Patent License benefit both contributors and Ultralytics?
The Patent License grants Ultralytics the rights to use, make, and sell contributions covered by your patents. This is essential for product development and commercialization. In return, your patented innovations gain wider use and recognition, promoting innovation within the community.
What should I do if my contribution includes third-party content?
If your contribution includes third-party content, you must clearly mark it and provide comprehensive details about its source and any applicable licenses or restrictions. This ensures proper attribution and legal compliance within Ultralytics projects, maintaining transparency and respecting the rights of original content creators.
What happens if Ultralytics decides not to use my contribution?
Ultralytics is not obligated to use or incorporate your contributions into any projects. The decision to use your contributions is entirely at Ultralytics' discretion, meaning that while your contributions are valuable, they may not always align with the project's current needs or directions.
Need More Help?
If you have any further questions or need clarification regarding the Contributor License Agreement, please contact us at hello@ultralytics.com.
