This Contributors License Agreement ("CLA") is entered into between the Contributor and ChartDB, Inc. ("Company"), collectively referred to as the "Parties."
Clawe is an open-source project developed and maintained by Company. This CLA governs the rights and contributions made by the Contributor to the Clawe project, including all related repositories, documentation, tools, and any future extensions or evolutions of the project.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is entering into this CLA with Company. For legal entities, the entity making a Contribution 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 (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Company for inclusion in, or documentation of, the Clawe project (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Company or its representatives, 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, Company for the purpose of discussing and improving the Work. A communication clearly marked or otherwise designated in writing by You as "Not a Contribution" shall not be considered a Contribution.
Subject to the terms and conditions of this CLA, You hereby grant to Company and to recipients of software distributed by Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit Your Contributions, including any intellectual property rights therein, under any license terms, including open-source, proprietary, or commercial licenses, without restriction.
You represent that You have the legal right to grant the license stated in the Contributor Grant of License section, and that Your Contributions do not infringe upon the intellectual property rights of any third party. You also represent that You have the authority to submit the Contributions on Your own behalf or, if applicable, on behalf of Your employer or any other entity.
Should You wish to submit work that is not Your original creation, You may submit it to Company separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]."
If Your Contributions include any method, process, or apparatus that is covered by a patent, You agree to grant Company and to recipients of software distributed by Company an irrevocable (except as stated in this section), non-exclusive, worldwide, royalty-free license under any patent claims necessary to use, reproduce, modify, distribute, sublicense, and otherwise exploit the Contributions under any license terms, including open-source, proprietary, or commercial licenses. 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 CLA for that Contribution or Work shall terminate as of the date such litigation is filed.
You acknowledge that Your Contributions are provided "as is," without any warranties or support of any kind. Company shall have no obligation to provide maintenance, updates, bug fixes, or support for the Contributions.
You retain all right, title, and interest in and to Your Contributions. This CLA does not restrict You from using Your own Contributions for any other purpose.
Company may assign this CLA, in whole or in part, to any successor, affiliate, or acquirer of Company or its assets, without Your prior consent. You may not assign this CLA without the prior written consent of Company.
All notices or communications under this CLA shall be in writing and shall be deemed given when sent via email to the addresses provided by each Party. Company may update its contact information by posting updated details on the Clawe project's official repository or website.
This CLA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
If any provision of this CLA is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.
This CLA constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
By submitting Contributions to the Clawe project, You acknowledge and agree to the terms and conditions of this CLA. If You are agreeing to this CLA on behalf of an entity, You represent that You have the necessary authority to bind that entity to these terms.
This CLA is effective as of the date of the first Contribution made by You to the Clawe project.