CONTRIBUTOR_LICENSE_AGREEMENT.md

Merchant Protocol Contributor Agreement

Summary Clause

By making a contribution, you agree to the terms of the Merchant Protocol Contributor License Agreement, which includes your grant to Merchant Protocol of a royalty-free, perpetual and irrevocable license to use and relicense your contribution, and any copyrights and patent rights in your contribution. You may only contribute software and materials originally created by you or your company and you must have the right to make the contribute on behalf of yourself and/or your company.

Merchant Protocol, INC.

CONTRIBUTOR LICENSE AGREEMENT

Thank you for your interest in contributing to software projects managed by Merchant Protocol. This Contributor License Agreement (“Agreement”) documents the rights granted by Contributors to Us. This Agreement will govern all Contributions by you. This is a legally binding agreement, so please read it carefully before making a Contribution.

This Agreement is between Merchant Protocol, Inc., a Delaware corporation with its principal place of business at 113 Cherry St., Suite #15329, Seattle, WA, 98104, USA (“Merchant Protocol”, “we”, “us”, or “our”), and the person or entity making a Contribution to Merchant Protocol (“Contributor,” “you” or “your”, and collectively with Merchant Protocol, the “Parties”).

1. Definitions.
   1. "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Merchant Protocol for inclusion in, or documentation of, any of the products or services owned or managed by Merchant Protocol (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication provided to Merchant Protocol 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, Merchant Protocol for the purpose of discussing, modifying, revising, and improving the Work, including identification of errors and/or issues and the remedy thereof.
   2. “Contributor”, "you”, or “your means the copyright owner or legal entity authorized by the copyright owner that is entering into this Agreement.
   3. “Contributor Affiliate” means any past, present or future subsidiary, parent company, sister company, or other corporation, firm, business, partnership, joint venture or entity that controls, is controlled by, or is under common control of Contributor or any of its subsidiaries.
   4. “Control” means (i) the power, direct or indirect, to cause the direction or management of an entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares of an entity, or (iii) beneficial ownership of an entity.
   5. “Merchant Protocol Affiliate” means any past, present or future subsidiary, parent company, sister company, or other corporation, firm, business, partnership, joint venture or entity that controls, is controlled by, or is under common control of Merchant Protocol or any of its subsidiaries.
2. License Grants. 1. Grant of Copyright License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to Merchant Protocol, Merchant Protocol Affiliates and all third party recipients of software, products, services, and all other information distributed by Merchant Protocol 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 Contributions and such derivative works.
   1. Grant of Patent License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to Merchant Protocol, Merchant Protocol Affiliates, and all third party recipients of software, products, services, and information distributed by Merchant Protocol a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contributions, where such license applies only to those patent claims licensable by Contributor that are necessarily infringed by Contributions alone or by combination with software and/or information related to any Merchant Protocol software, products, services, or information. 1. Grant to Merchant Protocol and Merchant Protocol Affiliates. The rights conferred in this Agreement on Merchant Protocol shall automatically and immediately extend to any entity that later becomes a Merchant Protocol Affiliate or a part of Merchant Protocol. 1. Contributions. Contributor agrees to the terms and conditions of this Agreement for all Contributions made by you. Except for the licenses granted herein, Contributor reserves all right, title, and interest in and to Contributor Contributions.
3. Representations.
   1. Original Work. Contributor represents that each Contribution is Contributor’s own original creation and that Contributor is the copyright owner or legal entity authorized by the copyright owner of all Contributions.
   2. Ownership and Authority. Contributor represents that it is legally entitled to grant the licenses above and that the Contributions do not include any third party copyrights, patents, trade secrets, licenses, or other restrictions (“Third Party IP”), and that Contributor will not declare any dependencies on any open source projects, proprietary software or Third Party IP, unless Contributor has made a Complete Disclosure prior to or at the time of the Contribution submission.
   3. Complete Disclosure. If applicable, Contributor represents that each and every Contribution submission includes complete details of any third-party license or other restrictions associated with any part of the Contribution.
   4. Support. Contributor is not expected to provide support for Contributions, except to the extent Contributor desires to provide support. Contributor may provide support for free, for a fee, or not at all.
   5. Notification of any Change. You agree to notify Merchant Protocol if any of the facts, circumstances or representations made herein are or become inaccurate in any respect.
4. General.
   1. Waiver. Contributor waives all other claims of any nature, including express contract, implied-in-fact contract, or quasi-contract, arising out of any disclosure of the Contributions to Merchant Protocol. As such, Merchant Protocol is under no obligation to use or implement the Contributions in any respect.
   2. Competitive or Similar Materials. In no event shall Merchant Protocol or Merchant Protocol Affiliates be precluded from discussing, reviewing, developing for itself, having developed, or developing for third parties, materials which are competitive with those set forth in the Contributions irrespective of their similarity to the information in the Contributions, so long as Merchant Protocol complies with the terms of this Agreement.
   3. Term. This Agreement shall remain in effect for a period of five (5) years from the Effective Date or until termination in writing by either party is delivered to the other party.
   4. Governing Law. This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Santa Clara County, California, USA.
   5. Survival. Upon termination or expiration of this Agreement, all terms of the Agreement, including the license grants, shall remain in full force and effect, except that Contributor will no longer make submissions to Merchant Protocol.
   6. Amendments. Merchant Protocol may amend this Agreement at any time by providing notice to you or by posting the revised Agreement online where Contributions are made. By making a subsequent Contribution, you thereby agree to the revised Agreement for all Contributions made by you. If you do not agree to the revised Agreement, you may stop making Contributions.