Thank you for your interest in contributing to the PayPay's OSS product (the "Product"). PayPay Corporation ("PayPay") is very interested in receiving Your Contribution (defined below). In order to participate, we need to confirm how the rights in Your Contributions will be handled. Following the practices of other open source communities, PayPay requests that you grant PayPay a license, as indicated below, to the intellectual property rights in Your Contributions. PayPay requires that you have a Contributor License Agreement ("CLA") on file prior to using any of Your Contributions. This helps us ensure that the intellectual property embodied within the Products remains unencumbered for use by the whole of the community.
Please review this CLA. By submitting Your Contribution, you accept and agree to be bound by the terms and provision of this CLA.
Please read this document carefully before signing and keep a copy for your records.
1.1. "Contribution" means any work of authorship (including software, documentation or other material), including any modifications or additions to an existing work, which is intentionally submitted by You to PayPay for inclusion in, or documentation of, the Product or any of the products or projects owned or managed by PayPay (the "Work").
1.2. "Copyright" means all rights protecting works of authorship owned or controlled by You, including copyright as an economic, and moral right, as appropriate, for the full term of their existence including any extensions by You.
1.3 "You" (or "Your") means the copyright owner, or legal entity (including an individual in the case of the second sentence of section 4.1) authorized by the copyright owner, that is making this CLA with PayPay. For legal entities, the entity making a Contribution, or on behalf of which the Contribution is made, 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 (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, (b) ownership of fifty percent (50%) or more of the outstanding shares, or (c) beneficial ownership of such entity.
2.1 Subject to the terms and conditions of this CLA, You hereby grant to PayPay and to recipients of software distributed or otherwise made available by PayPay a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable license under the Copyright covering the Contribution to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute and otherwise make available Your Contributions and such derivative works.
2.2 You also acknowledge that any Contribution included in the Product will be subject to the copyright license designated in such Product.
3.1 Subject to the terms and conditions of this CLA, You hereby grant to PayPay and to recipients of software distributed or otherwise made available by PayPay 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 Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
3.2 You also acknowledge that any Contribution included in the Product will be subject to the patent license designated in such Product.
4.1 You represent and warrant that You are legally entitled to grant the above license and enter into this CLA, whether by Yourself (if You are an individual person or an entity itself which has rights to intellectual property for Your Contributions) or on behalf of the individual person or the entity which You represent (if You are a legal entity representing an individual person or an entity which has rights to intellectual property for Your Contributions). If You are an individual and Your employer(s) has rights to intellectual property that You create that includes Your Contributions, You represent and warrant that You have received permission to make Contributions on behalf of that employer, that Your employer has waived such rights for Your Contributions to PayPay, or that Your employer has executed a separate CLA with PayPay.
4.2 You represent and warrant that each of Your Contributions is Your original creation.
4.3 You represent and warrant that each of Your Contributions does not infringe any intellectual property rights of any third party.
You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS CLA, 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, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF YOUR CONTRIBUTIONS, EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS PAYPAY AGAINST ANY THIRD PARTY CLAIMS, JUDGMENTS, DAMAGES, COSTS (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) AND SETTLEMENTS RELATED TO THE FOREGOING FOR ALLEGED OR ACTUAL INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY RELATING TO THE CONTRIBUTION.
This CLA shall be governed by the laws of Japan without giving effect to any choice of law rules that would lead to the application of any law other than the laws of Japan. FOR ANY DISPUTE RELATING TO THIS CLA, THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AT FIRST INSTANCE OF THE TOKYO DISTRICT COURT. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this CLA. In the event of invalidity of any provision of this CLA, the parties agree that such invalidity shall not affect the validity of the remaining portions of this CLA. This CLA is the entire agreement between You and PayPay relating to the subject matter of this CLA, which supersedes any prior agreement, whether written or oral, and may be amended only by a writing signed by both parties.
PayPay may modify these terms at its sole discretion and such modification will be effective immediately. PayPay will notice such modifications on this page or by any manners. If you do not agree to the modified terms, you should notice about it to PayPay immediately.