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Chimbori Individual Contributor License Agreement |
Thank you for your interest in contributing to open source software projects (“Projects”) made available by Chimbori.
In order to clarify the intellectual property license granted with Contributions from any person or entity, Chimbori must have a Contributor License Agreement ("CLA") on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of Chimbori; it does not change your rights to use your own Contributions for any other purpose. This CLA sets out the terms governing any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or other works of authorship that you submit or have submitted, in any form and in any manner, to Chimbori in respect of any of the Projects (collectively “Contributions”).
If you have any questions respecting this Agreement, please contact hello@chimbori.com.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with Chimbori. 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.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Chimbori for inclusion in, or documentation of, any of the products owned or managed by Chimbori (the "Projects"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Chimbori 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, Chimbori for the purpose of discussing and improving the Projects, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
You accept and agree to the following terms and conditions for Your present and future Contributions submitted to Chimbori. Except for the license granted herein to Chimbori and recipients of software distributed by Chimbori, You reserve all right, title, and interest in and to Your Contributions.
You hereby grant, and agree to grant, to Chimbori a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute your Contributions and such derivative works, with the right to sublicense the foregoing rights through multiple tiers of sublicensees.
You hereby grant, and agree to grant, to Chimbori, and to recipients of software distributed by Chimbori, a non-exclusive, perpetual, irrevocable, no-charge, worldwide, fully-paid, royalty-free, transferable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer your Contributions, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Contributions alone or by combination of your Contributions with the Project to which such Contributions were submitted, with the right to sublicense the foregoing rights through multiple tiers of sublicensees. 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 Projects 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 Project shall terminate as of the date such litigation is filed.
To the fullest extent permitted under applicable law, you hereby waive, and agree not to assert, all of your “moral rights” in or relating to your Contributions for the benefit of Chimbori, its assigns, and their respective direct and indirect sublicensees.
If your Contribution includes or is based on any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or other works of authorship that were not authored by you (“Third Party Content”) or if you are aware of any third party intellectual property or proprietary rights associated with your Contribution (“Third Party Rights”), then you agree to include with the submission of your Contribution full details respecting such Third Party Content and Third Party Rights, including, without limitation, identification of which aspects of your Contribution contain Third Party Content or are associated with Third Party Rights, the owner/author of the Third Party Content and Third Party Rights, where you obtained the Third Party Content, and any applicable third party license terms or restrictions respecting the Third Party Content and Third Party Rights. For greater certainty, the foregoing obligations respecting the identification of Third Party Content and Third Party Rights do not apply to any portion of a Project that is incorporated into your Contribution to that same Project.
You represent that, other than the Third Party Content and Third Party Rights identified by you in accordance with this Agreement, you are the sole author of your Contributions and are legally entitled to grant the foregoing licenses and waivers in respect of your Contributions. 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 your 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.
To the fullest extent permitted under applicable law, your Contributions are provided on an "as is" basis, without any warranties or conditions, express or implied, including, without limitation, any implied warranties or conditions of non-infringement, merchantability or fitness for a particular purpose. You are not required to provide support for your Contributions, except to the extent you desire to provide support.
You acknowledge that Chimbori is under no obligation to use or incorporate your Contributions into any of the Projects. The decision to use or incorporate your Contributions into any of the Projects will be made at the sole discretion of Chimbori or its authorized delegates.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of California law. The parties hereby submit to venue in, and jurisdiction of the courts located in San Mateo County, California for purposes relating to this Agreement. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.
You agree that Chimbori may assign this Agreement, and all of its rights, obligations and licenses hereunder.
You agree to notify Chimbori of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.