Optimizely CLA

OptimizelyCLA

OPTIMIZELY CONTRIBUTION LICENSE AGREEMENT

This contribution license agreement (“Agreement”) is an agreement between you 
and Optimizely North America Inc., and grants certain rights to Optimizely 
North America Inc. and its affiliates (collectively, “Optimizely”) with respect 
to your open-source contributions to Optimizely’s Repositories.  This Agreement 
is effective on the date of your acceptance and is confirmed by you Submitting 
Contributions. 

1.  Definitions – (and words denoting the singular includes the plural and vice 
versa. Defined words include their grammatical forms).

“Code” means human-readable or machine-executable form.
“Contribution” means Code Submitted by you as your work of authorship, 
including any modifications or additions to that work, and  including any 
documentation source, and configuration files.
“Optimizely Code” means Code made available to you by Optimizely in a 
Repository, or otherwise by Optimizely.
“Repository” means any of Optimizely’s open-source libraries such as 
https://www.optimizely.com/apps, and its multi-collaboration sites (for 
example, https://nuget.optimizely.com, and https://github.com/episerver), and 
such others as Optimizely makes available to you.
“Software Service” means any software service, including platform service, of 
Optimizely made available by Optimizely to any customer of Optimizely, and 
under terms of use that includes licenses of open-source software, and includes 
all consulting services of Optimizely to all such customers in relation to that 
Software Service.
“Submit” is the act of uploading, submitting, transmitting, or distributing 
code or other content in relation to any Software Service, 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, the 
Software Services for the purpose of discussing and improving that Software 
Services, but excluding communication that is conspicuously marked or otherwise 
designated in writing by you as “Not a Contribution”.

2.  Optimizely Code
You acknowledge that Optimizely Code available within a Repository is valuable 
confidential information of Optimizely, and in respect of which Optimizely 
holds the sole and (subject to the applicable open-source licenses) exclusive 
copyright and other intellectual property rights.  You will maintain and 
protect the confidentiality of any Optimizely Code you download, and 
Contributions you Submit, and not disclose it or use it for any purpose not 
contemplated by this Agreement. You will adopt appropriate safeguards in 
protecting the confidentiality of that Optimizely Code, and Optimizely’s 
intellectual property rights in Optimizely Code. You may only access and 
download Optimizely Code for Contribution purposes, and for no other purpose. 
Optimizely Code may not be shared with any other party.  You should protect 
Optimizely Code with all appropriate security measures. 

3.  Contributions

Your Contributions must comply with all applicable definitions and licenses of 
Open-Source Initiative (www.opensource.org). 
You must agree to the terms of this Agreement before making a Contribution with 
respect to any Software Service. 
This Agreement covers any and all Contributions that you, now or in the future 
(except as described in the following sections) Submit. 
Your Contributions are subject to Optimizely’s review and approval, and may be 
assigned to any company within the Optimizely group. 
You shall make reasonable commercial efforts to ensure that your Contribution 
complies with Optimizely’s then-current applicable policies, and the policies 
of any website you use to Submit. 
Should you wish to Submit materials that are not your original work, you may 
Submit them separately if you (a) retain all copyright and license information 
that was in the materials as you received them, (b) in the description 
accompanying your Contribution, include the phrase “Contribution containing 
materials of a third party” followed by the names of the third party and any 
licenses or other restrictions of which you are aware, and (c) follow any other 
instructions of Optimizely with respect to the Software Services pertinent to 
Contributions.

4.  Licenses

Intellectual Property License. With respect to third party intellectual 
property rights that are, or may be, infringed by your Contribution, you grant 
Optimizely, and those who utilize your Contribution directly or indirectly from 
Optimizely (including recipients of Software Services) a perpetual, worldwide, 
non-exclusive, no-charge, royalty-free, irrevocable license to make, use, offer 
to sell, sell, import, and otherwise transfer the Contribution (the “IP 
License”). 
Copyright License. Without limiting the IP License, you also grant Optimizely, 
and those who receive the Contribution directly or indirectly from Optimizely 
(including recipients of software distributed by Optimizely), a perpetual, 
worldwide, non-exclusive, no-charge, royalty-free, irrevocable license in the 
Contribution to reproduce, prepare derivative works of, publicly display, 
publicly perform and distribute the Contribution and such derivative works, and 
to sublicense any or all of the foregoing rights to third parties (“Copyright 
License”).
Third Party Claims.  If any third party institutes legal proceedings against 
you, or Optimizely or any Optimizely customer of the Software Service, alleging 
that your Contribution breaches that third parties’ intellectual property 
rights, then the IP License and Copyright License with respect to that 
Contribution shall immediately terminate upon the date of filing of such 
litigation (or at the earlier date upon the claim is reasonably established or 
conceded).
Other Rights Reserved. Each party reserves all rights not expressly granted in 
this Agreement. No additional licenses or rights whatsoever (including, without 
limitation, any implied licenses) are granted by implication, exhaustion, 
estoppel or otherwise.

5.  Representations and Warranties

You represent and warrant that each of your Contribution is entirely your 
original work. 
You represent and warrant that you are legally entitled to grant the above 
licenses. You represent and warrant that each of your Contributions is entirely 
your original work (except as you may have disclosed at the time of 
Contribution in writing) or have secured all permissions for Optimizely’s 
receipt and use of your Contribution. You, if employed, represent and warrant 
that you have secured permission from your employer  to make the Contribution 
for Optimizely’s use in cases where your Contribution is made in the course of 
your work for your employer or your employer has intellectual property rights 
in your Contribution by contract or applicable law. If you are accepting this 
Agreement on behalf of your employer, you represent and warrant that you have 
the necessary authority to bind your employer to the obligations contained in 
this Agreement. 
You are not expected to provide support for your Contribution, but may choose 
to do so independently of Optimizely. 
UNLESS REQUIRED BY APPLICABLE LAW, REPRESENTED OR WARRANTED BY YOU, OR AGREED 
TO IN WRITING, AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY 
STATED IN THIS AGREEMENT, ANY SUBMISSION PROVIDED UNDER THIS AGREEMENT IS 
PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY 
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.  Notice

You agree to notify Optimizely in writing of any facts or circumstances of 
which you later become aware that would make your representations or warranties 
in this Agreement inaccurate in any respect or make Optimizely subject to any 
claim for receiving, storing or using your Contribution/s.

7.  Governing Law/Jurisdiction

This Agreement is governed by the laws of the New York, and the parties consent 
to exclusive jurisdiction and venue in the federal courts sitting in New York, 
unless no federal subject matter jurisdiction exists, in which case the parties 
consent to exclusive jurisdiction and venue in the U.S. District Courts in the 
Southern District of New York. The parties waive all defenses of lack of 
personal jurisdiction and forum non-conveniens.

8.  Entire Agreement/Assignment

This Agreement is the entire agreement between the parties, and supersedes any 
and all prior agreements, understandings or communications, written or oral, 
between the parties relating to the subject matter hereof. This Agreement may 
be assigned by Optimizely.

9.  Acknowledgment and Acceptance

You acknowledge and accept the terms of this Agreement by accessing Optimizely 
managed Repositories and/or by downloading any Optimizely Code and/or uploading 
any Contributions. Optimizely reserves its rights to contact you to confirm 
your acceptance of this Agreement.