Thank you for your interest in contributing to Blockstack Public Benefit Corporation ("We" or "Us"). The purpose of this contributor agreement ("Agreement") is to clarify and document the rights granted by contributors to Us. To make this document effective, please follow the instructions at https://cla-assistant.io/blockstack/
- "You" means the Copyright owner who submits a Contribution to Us. If You are an employee and submit the Contribution as part of your employment, You represent that Your employer has approved this Agreement.
- "Contribution" means any original work of authorship (software or documentation) including any modifications or additions to an existing work, Submitted by You to Us, in which You own the Copyright. If You do not own the Copyright in the entire work of authorship, please contact Us at legal@blockstack.com.
- "Copyright" means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.
- "Material" means the software or documentation made available by Us to third parties. When this Agreement covers more than one software project, the Material means the software or documentation to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
- "Submit" means any form of physical, electronic, or written communication sent to Us, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution".
- "Submission Date" means the date You Submit a Contribution to Us.
- "Documentation" means any non-software portion of a Contribution.
2.1 At the time the Contribution is Submitted, You irrevocably grant, contribute, assign, and transfer to Us all right, title, and interest worldwide in all Copyrights, Copyright applications, and Copyright registrations covering the Contribution, including the rights to reproduce, create derivative works of, publicly display, publicly perform, sublicense, and distribute the Contribution and such derivative works.
2.2 To the extent any of the rights in Section 2.1 are invalid, ineffective, or unenforceable, You hereby grant Us a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license with the right to transfer an unlimited number of non-exclusive licenses or to grant sublicenses to third parties, under the Copyright covering the Contribution, to reproduce, create derivative works of, publicly display, publicly perform, sublicense, and distribute the Contribution and such derivative works.
2.3 Moral Rights remain unaffected to the extent they are recognized and not waivable by applicable law. Notwithstanding, You may add your name in the header of the source code files of Your Contribution and We will respect this attribution when using Your Contribution.
2.4 You hereby grant Us and to recipients of Material a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) license 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 Material, to make, have made, use, offer to sell, sell, import, and otherwise transfer the Material.
2.5 You hereby pledge to all developers, distributors, and users of the Contribution or the Material to which this Agreement applies that You and your Affiliates will not bring a lawsuit or other legal proceeding for infringement of any patent held by you and that may be infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Material. You will require any person or entity to whom You sell or transfer any of the such patents to assume this Agreement.
2.6 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 Material 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 Material will terminate as of the date such litigation is filed.
We agree to license the Contribution only under the terms of the license or licenses that We are using on the Submission Date for the Material (including any rights to adopt any future version of a license).
4.1 YOU REPRESENT THAT YOU HAVE THE RIGHTS IN THE CONTRIBUTION SUFFICIENT TO GRANT THE ASSIGNMENTS AND LICENSES ABOVE.
4.2 THE CONTRIBUTION IS PROVIDED "AS IS" AND, EXCEPT FOR THE EXPRESS REPRESENTATION GRANTED ABOVE, ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED BY EACH PARTY TO THE GREATEST EXTENT PERMITTED BY LAW.
4.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED AND EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.4 IF THE DISCLAIMER AND DAMAGE WAIVER ABOVE CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS WILL APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.
This Agreement take effect when You accept the terms as set forth at https://cla-assistant.io/blockstack/ or when you first make a Contribution. You may terminate this Agreement at any time in writing, provided that Contributions that are already licensed under a free and open source license at the date of the termination will remain in full force after the termination of this Agreement. Sections 4, 5, and 6 will survive any termination of this Agreement.
This Agreement and all disputes, claims, actions, suits or other proceedings arising out of or relating to this agreement will be governed by the laws of the State of New York without regard to its conflict-of-law provisions that would require a different result. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the interpretation, breach, termination, or validity thereof shall resolved by arbitration through the American Arbitration Association (“AAA”). The arbitration shall be conducted by a single, neutral arbitrator and take place in New York, New York. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of AAA. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Agreement. This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings. If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and that is enforceable. The terms and conditions set forth in this Agreement will apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.