This Contributor Assignment Agreement ("Agreement") is a legally binding agreement between 813 Management, LLC, a Utah limited liability company, including its subsidiaries, affiliates, successors, and assigns (collectively, "813 Management"), and the individual or legal entity submitting a Contribution ("Contributor").
For purposes of this Agreement, "Pulse" refers to the PulseCRM platform, PulseAPI, and related products and services owned or controlled by 813 Management.
By submitting any Contribution, executing this Agreement, or accepting this Agreement through electronic or click-through means, Contributor agrees to be bound by all terms herein.
1Definitions
1.1 "Contribution"
"Contribution" means any work of authorship, including but not limited to source code, object code, scripts, schemas, documentation, specifications, designs, workflows, configurations, tests, examples, comments, feedback, suggestions, ideas, discoveries, or other materials, whether original or modified, that are submitted, disclosed, or otherwise made available to 813 Management or Pulse, directly or indirectly, including via:
- •Pull requests
- •Commits or patches
- •Issues or comments
- •Code reviews
- •Uploads
- •Emails or messages
- •Support tickets
- •Forums or chat systems
- •Marketplace submissions
- •Any other channel operated, controlled, or authorized by 813 Management
1.2 "Pulse Products"
"Pulse Products" means all current and future software, platforms, APIs, SDKs, services, documentation, tooling, infrastructure, data models, workflows, and offerings marketed, operated, licensed, or distributed under the PulseCRM or PulseAPI brands or otherwise owned or controlled by 813 Management.
1.3 "Effective Date"
"Effective Date" means the date on which Contributor accepts this Agreement by electronic signature, click-through acceptance, or submission of a Contribution after this Agreement has been made available.
2Ownership Acknowledgment
Contributor acknowledges and agrees that:
- 813 Management exclusively owns all right, title, and interest in and to Pulse Products.
- Nothing in this Agreement grants Contributor any ownership interest, equity, authorship, or joint rights in Pulse Products.
- Contributions do not create any joint authorship, joint ownership, partnership, or co-development relationship.
3Work Made for Hire and Assignment
3.1 Work Made for Hire
To the maximum extent permitted by applicable law, all Contributions are deemed "works made for hire" under the U.S. Copyright Act, with 813 Management deemed the author and exclusive owner thereof.
3.2 Copyright and IP Assignment
To the extent any Contribution does not qualify as a work made for hire, Contributor hereby irrevocably and unconditionally assigns, transfers, and conveys to 813 Management all right, title, and interest worldwide in and to the Contribution, including:
- All copyrights and related rights
- All rights to register copyrights in any jurisdiction
- All rights to enforce rights against infringers
- All rights to collect damages for past, present, and future infringement
- All patent rights, trade secret rights, and other intellectual property or proprietary rights therein
This assignment is present, automatic, perpetual, irrevocable, and exclusive, and takes effect immediately upon creation or submission of the Contribution.
3.3 Fallback Exclusive License
To the extent that any assignment under Section 3.2 is not effective, valid, or enforceable under applicable law, Contributor hereby grants to 813 Management a perpetual, irrevocable, worldwide, exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, copy, reproduce, modify, adapt, merge, translate, distribute, sublicense, commercialize, sell, offer for sale, import, create derivative works of, publicly perform, and publicly display the Contribution, in whole or in part, for any purpose whatsoever.
3.4 Fallback Non-Exclusive License
To the extent that neither the assignment under Section 3.2 nor the exclusive license under Section 3.3 is effective under applicable law, Contributor hereby grants to 813 Management a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to exercise all rights described in Section 3.3.
3.5 Retroactive Application
This Agreement applies to:
- (a)All Contributions submitted prior to the Effective Date ("Prior Contributions"); and
- (b)All Contributions submitted on or after the Effective Date.
Contributor hereby irrevocably assigns to 813 Management all right, title, and interest in all Prior Contributions with the same force and effect as if this Agreement had been executed at the time each such Contribution was originally submitted. This Agreement supersedes and replaces any prior contributor terms with respect to ownership and rights in Contributions.
3.6 Further Assurances
Contributor agrees to execute any documents and take any actions reasonably requested by 813 Management to perfect or enforce the rights granted under this Agreement.
4Derivative Works and Improvements (Limited Scope)
Any derivative works, improvements, enhancements, modifications, or extensions of Pulse Products that are created by Contributor in the course of submitting a Contribution or using Developer Resources, and that are based on, derived from, or incorporate any Contribution, shall be deemed part of the Contribution and subject to the assignment in Section 3.
5Patent Assignment and Covenant Not to Assert
Contributor hereby assigns to 813 Management all patent rights covering or relating to any Contribution.
To the extent any patent rights are not assignable, Contributor grants 813 Management a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to make, use, sell, offer for sale, import, and otherwise exploit such patent rights.
Contributor irrevocably covenants not to assert any patent or intellectual property claim against 813 Management or its licensees arising out of the Contribution or Pulse Products.
6Moral Rights Waiver
To the fullest extent permitted by law, Contributor irrevocably waives all moral rights, droit moral, and similar rights worldwide in the Contribution, including rights of attribution, integrity, disclosure, and withdrawal.
7No Retained Rights or License Back
Contributor retains no ownership or proprietary rights in any Contribution and receives no license, implied or otherwise, to use, reproduce, modify, or distribute any Contribution after submission, except with the prior written consent of 813 Management.
8Representations and Warranties
Contributor represents and warrants that:
- Contributor has full authority to enter into this Agreement
- The Contribution is original or properly authorized for assignment
- The Contribution does not infringe third-party rights
- No copyleft or restrictive licenses apply unless approved in writing
- No confidential or proprietary third-party information is included
- Submission does not violate any contractual or legal obligation
9Indemnification
Contributor agrees to indemnify and hold harmless 813 Management from any claims arising from breach of this Agreement or infringement related to a Contribution.
10No Confidentiality Obligation
All Contributions are non-confidential. 813 Management has no obligation to treat any Contribution as confidential.
11No Compensation
Contributions are voluntary. No compensation, royalties, or attribution are owed.
12No Employment or Partnership
Nothing in this Agreement creates any employment, agency, partnership, fiduciary, or joint venture relationship.
13Term, Irrevocability, and Survival
This Agreement is effective as of the Effective Date. All assignments, waivers, and licenses are irrevocable and survive termination.
14Governing Law and Venue
This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-laws principles. Exclusive jurisdiction and venue lie in the state and federal courts located in Salt Lake County, Utah.
15General Provisions
This Agreement constitutes the entire agreement regarding Contributions. It may be amended only by 813 Management. Contributor may not assign this Agreement. 813 Management may freely assign it.
16Acceptance
Acceptance by electronic agreement, click-through mechanism, or submission of a Contribution shall have the same legal effect as a handwritten signature and applies retroactively to all Prior Contributions.
End of Agreement
Pulse Contributor Assignment Agreement v1.5