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Created Jun 8, 2020
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Chocolatey Contributer License Agreement

Chocolatey Software, Inc - Contributor License Agreement V1.0

Thank you for your interest in contributing to Chocolatey Software, Inc ("Chocolatey Software").

This Contributor License Agreement ("Agreement" or "CLA") documents the rights granted by Contributors to Chocolatey Software. The Agreement may cover more than one software project managed by Chocolatey Software. In order to clarify the intellectual property license granted with Contributions from any person or entity, Chocolatey Software must have a CLA agreed to by each Contributor. This Agreement is for your protection as a Contributor as well as the protection of Chocolatey Software; it does not change your rights to use your own Contributions for any other purpose.

Either individuals or business entities, including without limitation, all employees or agents acting on behalf of such entity (an "Entity"), may submit Contributions to Chocolatey Software under this Agreement.

Please read this document carefully before agreeing to it as it is a legally binding document. You may wish to print a copy for your records.

You accept and agree to the following terms and conditions for (i) unless otherwise governed by a written license agreement, all Contributions that you may have previously submitted to Chocolatey Software and (ii) Your present and future Contributions submitted to Chocolatey Software. Except for the license granted herein to Chocolatey Software and recipients of software distributed by Chocolatey Software, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions

  • "You" (or "Your") shall mean the copyright owner or Entity authorized by the copyright owner that is making this Agreement with Chocolatey Software. For 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 work of authorship, including any modifications or additions to an existing work, that is or has been intentionally submitted by You to Chocolatey Software for inclusion in, or documentation of, any of the products owned or managed by Chocolatey Software (the "Material"). If You do not own the Copyright in the entire work of authorship, please follow the instructions as specified in Section 3(d).
  • "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" or "Work" means the work of authorship which is made available by Chocolatey Software to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
  • "Submit" means any form of electronic, verbal, or written communication sent to Chocolatey Software or our representatives, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Chocolatey Software for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
  • "Submission Date" means the date on which You Submit a Contribution to Chocolatey Software.
  • "Effective Date" means the date You execute this Agreement or the date You first Submit a Contribution to Chocolatey Software, whichever is earlier.

2. Grant of Rights

2.1 Copyright License

(a) You retain ownership of the Copyright in Your Contribution and have the same rights to use or license the Contribution which You would have had without entering into the Agreement.

(b) To the maximum extent permitted by the relevant law, You hereby grant to Chocolatey Software a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable copyright license under the Copyright covering the Contribution, with the right to sublicense such rights through multiple tiers of sublicensees, to reproduce, prepare derivative works of, display, perform, and distribute Your Contributions and such derivative works.

2.2 Patent License

(a) Subject to the terms and conditions of this Agreement, You hereby grant to Chocolatey Software and to recipients of software distributed by Chocolatey Software 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 Material, 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 Material to which such Contribution(s) was submitted.

(b) You furthermore agree to notify Chocolatey Software of any patents that you know or come to know are likely infringed by the Contribution and/or are not licensable by You. 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 shall terminate as of the date such litigation is filed.

2.3 Moral Rights

If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Us or our successors in interest, or any of our licensees, either direct or indirect.

2.4 Our Rights

You acknowledge that Chocolatey Software is not obligated to use Your Contribution as part of the Material and may decide to include any Contribution Chocolatey Software considers appropriate.

3. Agreement

You confirm that:

  • (a) You have the legal authority to enter into this Agreement.
  • (b) You or Your employer(s) own the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 2.
  • (c) The grant of rights under Section 2 does not violate any grant of rights which You have made to third parties, including Your employer. If You are an employee, You have had Your employer approve this Agreement or sign this document as an Entity. If Your employer(s) has rights to intellectual property that You create, such as your Contributions, You represent that You have received permission to make Contributions on behalf of that employer, or that Your employer has waived such rights for Your Contributions to Chocolatey Software. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement.
  • (d) If You wish to submit Material that is not Your original creation, You may submit it to Chocolatey Software 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]".
  • (e) 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.
  • (f) You agree to notify Chocolatey Software of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

4. Disclaimer


5. Miscellaneous

5.1 This Agreement will be governed by and construed in accordance with the laws of United States excluding its conflicts of law provisions. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods ("UN Convention") and the parties intend to avoid the application of the UN Convention to this Agreement and, thus, exclude the application of the UN Convention in its entirety to this Agreement.

5.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.

5.3 If You or Chocolatey Software assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement.

5.4 The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety.

5.5 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 which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

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