ConsenSys CLA 28092020

ConsenSys CLA 28092020.txt

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: ________________