forked from etheorem/etheorem
-
Notifications
You must be signed in to change notification settings - Fork 0
Expand file tree
/
Copy pathCLA
More file actions
250 lines (245 loc) · 18.4 KB
/
Copy pathCLA
File metadata and controls
250 lines (245 loc) · 18.4 KB
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
For Individuals (see below for companies):
Harmony Individual Contributor Assignment Agreement
Thank you for your interest in contributing to ETHEOREM (Invisible Garden Operations LLC) ("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 mail, email, fax, or electronic
submission, following the instructions at [check box in PR]. 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
"You" means the individual who Submits a Contribution to Us.
"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 o not submit third-party code without prior written approval.
"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.
"Media" means any portion of a Contribution which is not software.
2. Grant of Rights
2.1 Copyright Assignment
(a) At the time the Contribution is Submitted, You assign to Us all right, title, and interest worldwide in
all Copyright covering the Contribution; provided that this transfer is conditioned upon compliance
with Section 2.3.
Harmony Individual Contributor Assignment Agreement (HA-CAA-I) 1
Version 1.0 July 4, 2011
(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to Us, You grant to
Us a perpetual, worldwide, exclusive, royalty-free, transferable, irrevocable license under such nonassigned rights, with rights to sublicense through multiple tiers of sublicensees, to practice such nonassigned rights, including, but not limited to, the right to reproduce, modify, display, perform and
distribute the Contribution; provided that this license is conditioned upon compliance with Section 2.3.
(c) To the extent that any of the rights in Section 2.1(a) can neither be assigned nor licensed by You to
Us, You irrevocably waive and agree never to assert such rights against Us, any of our successors in
interest, or any of our licensees, either direct or indirect; provided that this agreement not to assert is
conditioned upon compliance with Section 2.3.
(d) Upon such transfer of rights to Us, to the maximum extent possible, We immediately grant to You a
perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable license under such rights
covering the Contribution, with rights to sublicense through multiple tiers of sublicensees, to
reproduce, modify, display, perform, and distribute the Contribution. The intention of the parties is that
this license will be as broad as possible and to provide You with rights as similar as possible to the
owner of the rights that You transferred. This license back is limited to the Contribution and does not
provide any rights to the Material.
2.2 Patent License
For patent claims including, without limitation, method, process, and apparatus claims which You or
Your Affiliates 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
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. As a condition on the exercise of this right, We agree to also
license the Contribution under the terms of the license or licenses which We are using for the Material
on the Submission Date.
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 assigned or 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 prior written approval, if You do not own the
Copyright in the entire work of authorship Submitted.
4. Disclaimer
Harmony Individual Contributor Assignment Agreement (HA-CAA-I) 3
Version 1.0 July 4, 2011
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 AND BY US TO YOU. 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
OR US 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
Wyoming, USA 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.
---
For companies:
Harmony Entity Contributor Assignment Agreement
Thank you for your interest in contributing to ETHEOREM (Invisible Garden Operations LLC) ("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 mail, email, fax, or electronic
submission, following the instructions at [check box in PR]. 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
"You" 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 o not submit third-party code without prior written approval.
"Copyright" means all rights protecting works of authorship owned or controlled by You or Your
Affiliates, 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.
"Media" means any portion of a Contribution which is not software.
Harmony Entity Contributor Assignment Agreement (HA-CAA-E) 1
Version 1.0 July 4, 2011
2. Grant of Rights
2.1 Copyright Assignment
(a) At the time the Contribution is Submitted, You assign to Us all right, title, and interest worldwide in
all Copyright covering the Contribution; provided that this transfer is conditioned upon compliance
with Section 2.3.
(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to Us, You grant to
Us a perpetual, worldwide, exclusive, royalty-free, transferable, irrevocable license under such nonassigned rights, with rights to sublicense through multiple tiers of sublicensees, to practice such nonassigned rights, including, but not limited to, the right to reproduce, modify, display, perform and
distribute the Contribution; provided that this license is conditioned upon compliance with Section 2.3.
(c) To the extent that any of the rights in Section 2.1(a) can neither be assigned nor licensed by You to
Us, You irrevocably waive and agree never to assert such rights against Us, any of our successors in
interest, or any of our licensees, either direct or indirect; provided that this agreement not to assert is
conditioned upon compliance with Section 2.3.
(d) Upon such transfer of rights to Us, to the maximum extent possible, We immediately grant to You a
perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable license under such rights
covering the Contribution, with rights to sublicense through multiple tiers of sublicensees, to
reproduce, modify, display, perform, and distribute the Contribution. The intention of the parties is that
this license will be as broad as possible and to provide You with rights as similar as possible to the
owner of the rights that You transferred. This license back is limited to the Contribution and does not
provide any rights to the Material.
2.2 Patent License
For patent claims including, without limitation, method, process, and apparatus claims which You or
Your Affiliates 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
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. As a condition on the exercise of this right, We agree to also
license the Contribution under the terms of the license or licenses which We are using for the Material
on the Submission Date.
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 assigned or 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 or Your Affiliates 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 or Your Affiliates
have made to third parties.
Harmony Entity Contributor Assignment Agreement (HA-CAA-E) 3
Version 1.0 July 4, 2011
(d) You have prior written approval, 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 AND BY US TO YOU. 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
OR US 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
Wyoming, USA 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
Harmony Entity Contributor Assignment Agreement (HA-CAA-E) 4
Version 1.0 July 4, 2011
any failure of essential purpose of this Agreement or any limited remedy to the maximum extent
possible under law.