Exafunction-Contributor-License-Agreement.md

Exafunction Contributor License Agreement

By Submitting a Contribution to a Project, you hereby accept and agree to the following terms and conditions (this “Agreement”) for your present and future Contributions submitted to Exafunction, Inc. (“Company”). Except for the licenses granted herein to Company, you reserve all right, title, and interest in and to your Contributions.

1. Definitions.

   1.1. “Submit” or “Submitting” 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.

   1.2. “Contribution” shall mean the code, documentation or other original works of authorship, including any modifications or additions to an existing work, that is Submitted by you to Company for inclusion in, or documentation of, any of the works, products or projects owned or managed by Company (each a “Project”).

2. Your Employer. References to “employer” in this Agreement include your employer or anyone else for whom you are acting in making or Submitting your Contribution, e.g. as a contractor, vendor, or agent, and any other entity that controls, is controlled by, or is under common control with that entity. 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. If your Contribution is made in the course of your work for an employer or your employer has intellectual property rights in your Contribution by contract or applicable law, you must secure permission from your employer to make the Contribution before Submitting the Contribution. 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 Contributions for the new employer, then you agree to secure permission from the new employer before Submitting those Contributions.

3. Originality of Work. You represent and warrant that each of your Contributions is entirely your original work, and that the Contribution, whether alone or in combination with the Project, will infringe upon or misappropriate the intellectual property or other rights of any third party. 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 Contribution, include the phrase “Contribution 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 Contributions.

4. Licenses.

   4.1 Copyright License. You grant Company, and those who receive the Contribution directly or indirectly from Company, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the Contribution to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute the Contribution and such derivative works, and to sublicense any or all of the foregoing rights to third parties.

   4.2 Patent License. You grant Company, and those who receive the Contribution directly or indirectly from Company, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under your patent claims that are necessarily infringed by the Contribution or the combination of the Contribution with the Project to which it was Submitted to make, have made, use, offer to sell, sell and import or otherwise dispose of the Contribution alone or with the Project.

   4.3 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.

5. Representations and Warranties. You represent and warrant that you are legally entitled to grant the above licenses. You represent and warrant that each of your Contributions is entirely your original work (except as you may have disclosed in accordance with Section 3). You represent and warrant that you have secured permission from your employer to make the Contribution in cases where your Contribution is made in the course of your work for your employer or your employer has intellectual property rights in your Contribution (or any portion thereof) by contract or applicable law. If you are agreeing to 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 Contribution 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 2, 3, AND 5, THE CONTRIBUTION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6. Notice to Company. You agree to notify Company in writing of any facts or circumstances of which you later become aware that would make your representations or warranties in this Agreement inaccurate in any respect. You may contact Company at hello@codeium.com.

7. Information about Contributions. 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 Contribution.

8. Governing Law/Jurisdiction. This Agreement is governed by the laws of the State of California, and the parties consent to exclusive jurisdiction and venue in the federal courts sitting in the City and County of San Francisco. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens.

9. 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 Company.