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March 23, 2017 16:29
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Synacor Contributor Agreement
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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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