REPASS_CLOUD_CLA

# Contribution License Agreement

This Contribution License Agreement ("Agreement") is agreed to by the party signing below ("You"), 
and conveys certain license rights to RePass Cloud Pty Ltd and its affiliates ("RePass Cloud") for Your
contributions to RePass Cloud open source projects. This Agreement is effective as of the latest signature 
date below.

## 1. Definitions
**"Code"** means the computer software code, whether in human-readable or machine-executable form, 
that is delivered by You to RePass Cloud under this Agreement.  
**"Project"** means any of the projects owned or managed by RePass Cloud in which software is offered under 
a license approved by the Open Source Initiative (OSI) (www.opensource.org) and documentation
offered under an OSI or a Creative Commons license (https://creativecommons.org/licenses).  
**"Submit"** is the act of uploading, submitting, transmitting, or distributing code or other content to any 
Project, 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, the Project for the purpose of 
discussing and improving that Project, but excluding communication that is conspicuously marked or 
otherwise designated in writing by You as "Not a Submission."  
**"Submission"** means the Code and any other copyrightable material Submitted by You, including any 
associated comments and documentation.

## 2. Your Submission
You must agree to the terms of this Agreement before making a Submission to any 
Project. This Agreement covers any and all Submissions that You, now or in the future (except as 
described in Section 4 below), Submit to any Project.

## 3. Originality of Work
You represent that each of Your Submissions is entirely Your original work. 
Should You wish to Submit materials that are not Your original work, You may Submit them separately 
to the Project if You (a) retain all copyright and license information that was in the materials as You 
received them, (b) in the description accompanying Your Submission, include the phrase "Submission 
containing materials of a third party:" followed by the names of the third party and any licenses or other 
restrictions of which You are aware, and (c) follow any other instructions in the Project’s written 
guidelines concerning Submissions.

## 4. Your Employer
References to "employer" in this Agreement include Your employer or anyone else 
for whom You are acting in making Your Submission, e.g. as a contractor, vendor, or agent. If Your 
Submission is made in the course of Your work for an employer or Your employer has intellectual 
property rights in Your Submission by contract or applicable law, You must secure permission from Your 
employer to make the Submission before signing this Agreement. In that case, the term "You" in this 
Agreement will refer to You and the employer collectively. If You change employers in the future and 
desire to Submit additional Submissions for the new employer, then You agree to sign a new Agreement 
and secure permission from the new employer before Submitting those Submissions. 

## 5. Licenses
**a. Copyright License.** You grant RePass Cloud, and those who receive the Submission directly or 
indirectly from RePass Cloud, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the 
Submission to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute 
the Submission and such derivative works, and to sublicense any or all of the foregoing rights to third 
parties. 
**b. Patent License.** You grant RePass Cloud, and those who receive the Submission directly or 
indirectly from RePass Cloud, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under 
Your patent claims that are necessarily infringed by the Submission or the combination of the 
Submission with the Project to which it was Submitted to make, have made, use, offer to sell, sell and 
import or otherwise dispose of the Submission alone or with the Project. 
**c. Other Rights Reserved.** Each party reserves all rights not expressly granted in this Agreement. 
No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are 
granted by implication, exhaustion, estoppel or otherwise. 

## 6. Representations and Warranties
You represent that You are legally entitled to grant the above 
licenses. You represent that each of Your Submissions is entirely Your original work (except as You may 
have disclosed under Section 3). You represent that You have secured permission from Your employer to 
make the Submission in cases where Your Submission is made in the course of Your work for Your 
employer or Your employer has intellectual property rights in Your Submission by contract or applicable 
law. If You are signing this Agreement on behalf of Your employer, You represent and warrant that You 
have the necessary authority to bind the listed employer to the obligations contained in this Agreement. 
You are not expected to provide support for Your Submission, unless You choose to do so. UNLESS 
REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES 
EXPRESSLY STATED IN SECTIONS 3, 4, AND 6, THE SUBMISSION PROVIDED UNDER THIS AGREEMENT IS 
PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF 
NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

## 7. Notice to RePass Cloud
You agree to notify RePass Cloud in writing of any facts or circumstances of which 
You later become aware that would make Your representations in this Agreement inaccurate in any 
respect.

## 8. Information about Submissions
You agree that contributions to Projects and information about 
contributions may be maintained indefinitely and disclosed publicly, including Your name and other 
information that You submit with Your Submission.

## 9. Governing Law/Jurisdiction
This Agreement is governed by the laws of the State of Washington, and 
the parties consent to exclusive jurisdiction and venue in the federal courts sitting in King County, 
Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to 
exclusive jurisdiction and venue in the Superior Court of King County, Washington. The parties waive all 
defenses of lack of personal jurisdiction and forum non-conveniens. 

## 10. Entire Agreement/Assignment
This Agreement is the entire agreement between the parties, and 
supersedes any and all prior agreements, understandings or communications, written or oral, between 
the parties relating to the subject matter hereof.  This Agreement may be assigned by RePass Cloud.


Please select one of the options below and sign as indicated.  By signing, You accept and agree to the 
terms of this Contribution License Agreement for Your present and future Submissions to RePass Cloud.

___  I have sole ownership of intellectual property rights to my Submissions and I am not making 
Submissions in the course of work for my employer.

Name ("You"): _________________________________________  
Signature: _________________________________________  
Date: _________________________________________  
GitHub/GitLab Login: _________________________________________  
Email: _________________________________________  
Address: _________________________________________  


___  I am making Submissions in the course of work for my employer (or my employer has intellectual 
property rights in my Submissions by contract or applicable law).  I have permission from my 
employer to make Submissions and enter into this Agreement on behalf of my employer.  By signing 
below, the defined term "You" includes me and my employer.

Company Name: _________________________________________  
Signature: _________________________________________  
By: _________________________________________  
Title: _________________________________________  
Date: _________________________________________  
GitHub/GitLab Login: _________________________________________  
Email: _________________________________________  
Address: ________________________________________  

Updated typo in company name.