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Cello Project
Individual Contributor License Agreement ("Agreement") v1.0
Thank you for your interest in the Cello Project. In order to clarify the intellectual
property license granted with Contributions from any person or entity, Intuit Inc.
(Intuit), the current custodian of the Cello Project, 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 the Cello user community, and Intuit, the
current custodian of the Cello Project. It does not change your rights to use your own
Contributions for any other purpose.
Please read this Agreement carefully before signing and keep a copy for your records.
You accept and agree to the following terms and conditions for Your present and
future Contributions submitted to Intuit. In return, Intuit shall not use Your
Contributions in a way that is contrary to the public benefit or inconsistent with
its role as the custodian of the Cello Project. Except for the license granted herein
to Intuit and recipients of software distributed by Intuit, 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 Intuit. 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 Intuit for inclusion in, or documentation of, any of the products owned or
managed by Intuit (the "Work"). For the purposes of this definition, "submitted"
means any form of electronic, verbal, or written communication sent to Intuit 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, Intuit 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 Intuit and to recipients of software distributed by Intuit 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 Intuit and to recipients of software distributed by Intuit 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. 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 Intuit, or that your employer has executed a separate Corporate CLA
with Intuit.
5. 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. 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. Should You wish to submit work that is not Your original creation, You may submit
it to Intuit 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. You agree to notify Intuit of any facts or circumstances of which you become aware
that would make these representations inaccurate in any respect.
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