Cloudability Contributor License Agreement

Contributor License Agreement (“CLA”)
  
1. Definitions

1.1 "You" (or "Your") shall mean the copyright owner or legal entity
authorized by the copyright owner that is making this CLA with Cloudability
Inc. (“Cloudability”).  For legal 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.

1.2  "Contribution" shall mean any original work of authorship, including any
modifications or additions to an  existing work, that is intentionally
submitted by You to Cloudability for inclusion in, or documentation of, any
of the products or  services  owned  or  managed  by  Cloudability (the
"Work").  For the purposes of this definition, "submitted" means any form of
electronic, verbal, or written communication sent to Cloudability 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, Cloudability for the purpose of discussing
and improving the Work, but excluding communication that is conspicuously
marked or otherwise designated in writing by You as "Not a Contribution."

2. Grant of Licenses

2.1 Grant of Copyright License.  Subject to the terms and conditions of this
CLA, You hereby grant to Cloudability and to recipients and/or users of
software distributed and/or made available by Cloudability 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 Your Contributions and such derivative
works.

2.2 Grant of Patent License.  Subject to the terms and conditions of this
CLA, You hereby grant to Cloudability and to recipients and/or users of
software distributed and/or made available by Cloudability 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 Work, 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 Work to which such Contribution(s) were submitted.  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 Work to which you have contributed, constitutes direct or contributory
patent infringement, then any patent licenses granted to that entity under
this CLA for that Contribution or Work shall terminate as of the date such
litigation is filed.

3. Representations

3.1 You represent that You are legally entitled to grant the above licenses.

3.2 You represent that each of Your Contributions is Your original creation.

3.3 You represent that none of Your Contributions includes any third party
copyrights, patents, trade secrets, licenses or other restrictions.

3.4 If You are an individual employed by another individual or a legal
entity, You represent that Your employer has waived any of its rights in Your
Contributions.

3.5 If you are a legal entity, You represent further that each employee of a
corporation is authorized to submit Contributions on behalf of the
corporation.

4. No  Support.  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.  Unless required by
applicable law or agreed to in writing, You provide Your Contributions on an
"AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express
or implied, including, without limitation, any warranties or conditions of
TITLE, NONINFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

5. General. No failure or delay by You or Cloudability in exercising any right under this CLA shall constitute a waiver of that right. Other than as expressly stated herein, the remedies herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Should any provision of this CLA be held by a court to be unenforceable, such provision shall be modified by the court and interpreted so as to best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this CLA shall remain in full force and effect. This CLA shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Oregon, without regard to its conflict of laws provisions. This CLA constitutes the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this CLA. No modification, amendment or waiver of any provision of this CLA shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. This CLA does not supersede or amend any existing agreement between the parties for the purchase or use of either party’s products or services.