DFINITY Foundation ("Foundation") develops, designs, creates, provides, and/or makes available software, applications, programs, systems, and products for the Internet Computer ("Internet Computer") and may agree to use or utilize contributions of others in or with any Internet Computer Product or its development, design, or creation under the terms and conditions of this Contributor License Agreement (this "CLA").
Please read all terms and conditions of this Agreement carefully. By accepting this CLA (e.g., by typing “I accept" in the text box) in connection with the submission or provision of software, code, documentation, technology, work, information, and/or material (the "Contribution"), a valid and legally binding agreement is concluded between Foundation and the person submitting or providing the Contribution ("You" and "Your"), which is either (i) the individual accepting this CLA (if You are acting on Your own behalf and not on behalf of another) or (ii) another person (such as another individual, company, entity, or organization) on whose behalf this CLA is accepted (e.g., if the accepting individual accepts this CLA as an employee, agent, or contractor of another person). In case of (ii), the individual accepting this CLA hereby expressly represents and warrants to be fully authorized to enter into this CLA on Your behalf and to bind You legally to this CLA.
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You hereby grant Foundation as well as any person to whom Foundation directly or indirectly licenses, provides, distributes, or otherwise makes available, including in any Internet Computer Product, the Contribution or part of it (each such person, a "Licensed Third Party") a non-exclusive, perpetual, non-terminable, irrevocable, worldwide, transferable, assignable, and directly and indirectly sublicensable right and license, free of any royalty, fee, or other payment or payment obligation, to use, reproduce, modify, improve, combine, distribute, license, publicly perform, publicly display, and create derivative works from the Contribution and any part thereof. You agree that Foundation may release, distribute, or make available the Contribution, or include the Contribution in software released, distributed, or made available, under any open source license, whether known now or coming into existence in the future, including any version of any GPL, Apache, Mozilla, and other open source license.
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You hereby grant Foundation as well as any Licensed Third Party a non-exclusive, worldwide, transferable, assignable, and directly and indirectly sublicensable right and license, free of any royalty, fee, or other payment or payment obligation, under any patent and any patent application anywhere in the world owned, co-owned, or licensable by You to use, make, have made, offer, sell, license, distribute, import, or export, directly or through any other person, the Contribution, any Internet Computer Product, and/or any other product or service related thereto, each of which right and license under this Section 2 is perpetual, non-terminable, and irrevocable, except that, if any Licensed Third Party (or any successor, successor-in-interest, or assign of such Licensed Third Party) initiates any litigation, arbitration, or other proceeding, or any claim (including any counterclaim, cross-claim, or intervention), whether against Foundation, You, or any other person, alleging any direct or indirect infringement of any patent by the Contribution or the Internet Computer Product to which the Contribution is related, the license under this Section 2 to such Licensed Third Party terminates and is revoked automatically and immediately, without need for any notice, as of the date on which such litigation, arbitration, or other proceeding or claim is filed, provided that such termination and revocation shall in no event terminate, revoke, or otherwise affect the licenses and right to Foundation or any other Licensed Third Party.
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You hereby represent and warrant to Foundation and all Licensed Third Parties that: (i) You own or have a license to the rights, title, and interest in and to the Contribution and have the full right and authority to grant the licenses and rights in Sections 1 and 2 above; (ii) if You are not the sole owner of all rights, title, and interest in and to the Contribution, You have disclosed to Foundation, in the process of seeking Foundation's acceptance of the Contribution, in writing the identity of each owner or co-owner thereof; (iii) the Contribution does not include any software, code, documentation, technology, work, information, and/or material of a third party (including any open source code) other than any that You have disclosed to Foundation in writing in the process of seeking Foundation's acceptance of the Contribution; (iv) Your granting any licenses and rights in Sections 1 and 2, or any use of the Contribution under such licenses and rights, does not infringe or otherwise violate any third party's copyright, patent, trade secret, or other intellectual property right; (v) the Contribution or any right thereto is not subject to any license, right, or claim of any other person that would or may interfere or conflict with Your grant of the licenses in Sections 1 and 2 above or any of the rights granted in or under such licenses; (vi) Your entering into this CLA, Your grant of the licenses and rights in this CLA, and Your making and submitting the Contribution does not violate any applicable law (including any export control or sanctions law of the United States or any other country's or jurisdiction's applicable export control or sanctions law); (vii) You have truthfully disclosed Your username and identity to Foundation, and truthfully and accurately responded to all questions of Foundation, in the process of seeking Foundation's acceptance of the Contribution; (viii) the Contribution actually submitted by You is identical with the contribution You identified to Foundation in the process of seeking Foundation's acceptance of the Contribution; and (vii) if You are an individual, You are at least 18 years of age.
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You agree that you will give Foundation prompt written notice if any of the representations or warranties in Section 3 above are or become untrue or inaccurate. You shall indemnify, defend, and hold harmless Foundation, any Licensed Third Party, and any affiliate, officer, director, employee, and contractor thereof from and against any claim, litigation, proceeding, judgment, liability, damages, losses, penalties, reasonable attorneys' fees and legal costs, and other costs and expenses related to or resulting from or in connection with any breach or alleged breach of any representation or warranty in Section 3 above.
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This CLA is not an assignment of Your ownership in the Contribution, any and all of which is retained by You, subject to the licenses granted in Sections 1 and 2 above.
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If You are an individual, You hereby agree not to assert any right of attribution or integrity or any other moral right that You may have regarding the Contribution in connection with any use or utilization of the Contribution or other exercise of any right in Sections 1 and 2 above.
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Foundation has the right but no obligation to use or utilize the Contribution or any part of it. Foundation may use or utilize the Contribution or any part thereof if and as Foundation decides in its sole discretion. Foundation makes no, and hereby disclaims all, representations and warranties related to any Internet Computer Product, the Contribution, or use of the Contribution, whether express, implied, or by law. Foundation, its affiliates, and any Licensed Third Party shall not be liable, and You hereby waive and release Foundation, its affiliates, and all Licensed Third Parties from any and all liability, including all direct, indirect, consequential, incidental, liquidated, punitive, and other damages of any kind under any law, regardless of the claim or cause of action, including for any infringement of intellectual property rights, in connection with or related to the Internet Computer Products, the Contribution, and any use or utilization thereof. This Section 6 does not limit any liability of any Licensed Third Party under any of Your patents following the termination of the patent license of such Licensed Third Party under Section 2 above.
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You have no, and You hereby waive any, right to or expectation of any fee, royalty, revenue share, reimbursement, or payment of any kind in connection with any use or utilization of the Contribution or other exercise of any of the licenses and rights in Sections 1 and 2 above.
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You and Foundation are and will remain independent contractors. Neither You nor any of Your employees are partners, contractors, joint venturers, or employees of Foundation or any of its affiliates.
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This CLA constitutes the entire understanding and agreement related to the Contribution. No term, condition, or provision of this CLA may be waived, terminated, amended, or changed other than by, and to the extent expressly set forth in, an express written agreement between Foundation and You signed by an authorized representative of Foundation. If any provision of this CLA is held to be invalid or unenforceable, such provision will be construed so as to render such provision enforceable and reflecting as closely as possible the intent of such provision as written, and if no such construction is possible, such provision will be severed from the remainder of this CLA, which remainder shall be unaffected thereby. The words “include”, “includes”, and “including” each mean without limitation by reason of enumeration as if the words “without limitation” followed the word “include” or “including".
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This CLA, the interpretation, construction, validity, and enforcement of, and any dispute and the resolution of any dispute under, this CLA shall be governed by law of the State of Delaware, United States of America, without the application of any conflicts of law provisions that would result in the application of the law of a different jurisdiction.
Last update: March 7, 2022.