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ConsenSys CLA 28092020
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ConsenSys Software Inc. Individual Contributor License Agreement ("Agreement") | |
Thank you for your interest in ConsenSys ("ConsenSys"). In order to clarify the intellectual | |
property license granted with Contributions from any person or entity, ConsenSys 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 ConsenSys and its users; it does not change your | |
rights to use your own Contributions for any other purpose. | |
You accept and agree to the following terms and conditions for Your present and future | |
Contributions submitted to ConsenSys. Except for the license granted herein to ConsenSys | |
and recipients of software distributed by ConsenSys, You reserve all right, title, and | |
interest in and to Your Contributions. | |
1. Definitions. "You" (or "Your") shall mean the copyright owner or legal entity authorized | |
by the copyright owner that is making this Agreement with ConsenSys. 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 ConsenSys for inclusion in, or documentation of, any of the products | |
owned or managed by ConsenSys (the "Work"). For the purposes of this definition, | |
"submitted" means any form of electronic, verbal, or written communication sent to | |
ConsenSys 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, ConsenSys for the purpose of discussing and improving the | |
Work, but excluding communication that is conspicuously marked or otherwise designated | |
in writing by You as "Not a Contribution." | |
2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, | |
You hereby grant to ConsenSys and to recipients of software distributed by ConsenSys 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. | |
3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You | |
hereby grant to ConsenSys and to recipients of software distributed by ConsenSys 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. | |
4. Authorization. You represent that you are legally entitled to grant the above license. | |
If your employer(s) has rights to intellectual property that you create that includes your | |
Contributions, you represent that you have received permission to make Contributions on | |
behalf of that employer, that your employer has waived such rights for your Contributions | |
to ConsenSys, or that your employer has executed a separate Corporate CLA with ConsenSys. | |
5. Original Creation. You represent that each of Your Contributions is Your original | |
creation (see section 7 for submissions on behalf of others). You represent that Your | |
Contribution submissions include complete details of any third-party license or other | |
restriction (including, but not limited to, related patents and trademarks) of which | |
you are personally aware and which are associated with any part of Your Contributions. | |
6. No Support Obligation. You are not expected to provide support for Your Contributions, | |
except to the extent You desire to provide support. You may provide support for free, for | |
a fee, or not at all. Unless required by applicable law or agreed to in writing, You | |
provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY | |
KIND, either express or implied, including, without limitation, any warranties or | |
conditions of TITLE, NON- INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. | |
7. Licensed Works. Should You wish to submit work that is not Your original creation, | |
You may submit it to ConsenSys 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]". | |
8. Notification. You agree to notify ConsenSys of any facts or circumstances of which | |
you become aware that would make these representations inaccurate in any respect. | |
Please sign: | |
__________________________________ Date: ________________ |
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