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Synacor Contributor Agreement
SYNACOR CONTRIBUTOR AGREEMENT
Thank you for your interest in contributing to software projects managed by Synacor, Inc. (“Synacor”).
This contributor agreement (“Agreement”) documents the rights granted by contributors to Synacor. This
is a legally binding document, so please read it carefully before agreeing to it. The Agreement may cover
more than one software project managed by Synacor.
IMPORTANT-READ CAREFULLY: BY CLICKING THE “I AGREE” BUTTON AT THE END OF
THIS DOCUMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS
CONTRIBUTOR AGREEMENT.
1 DEFINITIONS
1.1 “You” means the copyright owner or person or legal entity authorized by the copyright owner that is
entering into this Agreement with Synacor.
1.2 An “Affiliate” of a party means a legal entity that controls, is controlled by, or is under common
control with such party. For the purposes of this definition, “control” means (i) the power, direct or
indirect, to cause the direction or management of such party, whether by contract or otherwise, or (ii)
ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect
the management or other persons who direct such party.
1.3 “Contribution” means any work of authorship, including any modifications or additions to an
existing work, that is intentionally Submitted by You to Synacor for inclusion in, or documentation
of, any products owned or managed by Synacor.
1.4 “Copyright” means all rights protecting works of authorship owned or controlled by You or Your
Affiliates, including copyright, moral and neighboring rights, as appropriate, for the full term of their
existence including any extensions by You.
1.5 “Material” means the work of authorship which is made available by Synacor 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.
1.6 “Submit” means any form of electronic, verbal, or written communication sent to Synacor 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, Synacor 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 RIGHTS
2.1 Copyright
(i) With respect to any worldwide copyrights, copyright applications and registrations in Your
Contribution, You irrevocably assign to us joint copyright ownership. If by law, some or all of the
rights provided above cannot be assigned to us, You provide to us an irrevocable, perpetual, non-
exclusive, royalty-free, unlimited, worldwide, and unconditional license to use and otherwise
exploit, commercialize or transfer interest in the Contribution in any manner, including the ability
to reproduce, prepare derivative works of, publicly display, publicly perform, license and
sublicense through multiple levels of sublicensees the Contribution and any such derivative
works.
(ii) You agree that: (a) each party can do all things in relation to Your Contribution as if each were
the sole owner of it. If either party makes a derivative work (or has it made) based on the
Contribution, the party that makes the derivative work will be the sole owner of that derivative
work; (b) You will not assert any moral rights You may have in the Contribution against Synacor,
its licensees or transferees; (c) we may register a copyright in the Contribution and exercise all
ownership rights associated with it; and, (d) neither party has a duty to consult with, obtain
consent of, or pay or render accounting to the other for any use or distribution of the
Contribution.
(iii)Synacor agrees that if Synacor distributes Your Contribution commercially, it will also make
Your Contribution concurrently available (either by itself or in conjunction with other Material
distributed by Synacor) for download from Synacor pursuant to an open source license approved
by the Open Source Initiative and listed at https://opensource.org/licenses/alphabetical.
2.2 Patent License. For patent claims including, without limitation, method, process, and apparatus
claims which You or Your Affiliates own, control or have the right to grant, now or in the future,
You grant to Synacor a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable
patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make,
have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the
Contribution in combination with the Material (and portions of such combination). 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 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 Synacor or our successors in interest, or
any of our licensees, either direct or indirect.
2.4 Our Rights. You acknowledge that Synacor is not obligated to use Your Contribution as part of the
Material and may decide to include any Contribution Synacor considers appropriate.
2.5 Reservation of Rights. Any rights not expressly licensed under this section are expressly reserved
by You.
3 REPRESENTATIONS AND WARRANTIES
3.1 You represent and warrant that:
(i) Your Contribution is an original work and You have the legal authority to enter into this
Agreement and grant the rights under Section 2.
(ii) The grant of rights under Section 2 does not violate any grant of rights which You or Your
Affiliates have made to third parties.
(iii)To the best of your knowledge, Your Contribution will not violate any third party's copyrights,
trademarks, patents, or other intellectual property rights.
4 DISCLAIMER
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS
PROVIDED “AS IS.” MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US. TO THE EXTENT THAT
ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN
DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
5 MISCELLANEOUS
5.1 You agree to notify Synacor of any facts or circumstances of which You become aware that would
make Your statements herein inaccurate.
5.2 This Agreement will be governed by and construed in accordance with the laws of the State of
Delaware excluding its conflicts of law principles. The parties consent to the exclusive jurisdiction of
the state and federal courts located in Erie County, New York. BOTH PARTIES WAVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT. 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.
5.3 This Agreement sets out the entire agreement between You and Synacor for Your Contributions to
Synacor and overrides all other agreements or understandings.
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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