Shuup Contributor License Agreement
===================================

Thank you for your interest in contributing to Shuup ("We" or "Us").

This contributor agreement ("Agreement") documents the rights granted by
contributors to Us. To make this document effective, please sign it and
send it to Us by electronic submission, following the instructions at
https://shuup.com/contributions. 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
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"You" (Individual) means the individual who Submits a Contribution to Us.

"You" (Entity) means any Legal Entity on behalf of whom a Contribution
has been received by Us. "Legal Entity" means an entity which is not a
natural person. "Affiliates" means other Legal Entities that control,
are controlled by, or under common control with that Legal Entity. For
the purposes of this definition, "control" means (i) the power, direct
or indirect, to cause the direction or management of such Legal Entity,
whether by contract or otherwise, (ii) ownership of fifty percent (50%)
or more of the outstanding shares or securities which vote to elect the
management or other persons who direct such Legal Entity or (iii)
beneficial ownership of such entity.

"Contribution" means any work of authorship that is Submitted by You to
Us in which You own or assert ownership of the Copyright. If You do not
own the Copyright in the entire work of authorship, please follow the
instructions in https://shuup.com/contributions.

"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
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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
~~~~~~~~~~~~~~~~~~~~

As a condition on the grant of rights in Sections 2.1 and 2.2, We agree
to license the Contribution only under the terms of the license or
licenses which We are using on the Submission Date for the Material
(including any rights to adopt any future version of a license if
permitted).

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.

(d) You have followed the instructions in
    https://shuup.com/contributions, if You do not own the Copyright in
    the entire work of authorship Submitted.

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 Finland 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.
