Thank you for your interest in contributing to open source software projects managed by Neoart Labs, LLC (“Neoart Labs”, "We" or "Us").
In order to clarify the intellectual property license granted with Contributions from any person, We must have a Contributor License Agreement (“Agreement”) agreed to by each Contributor. This license is for your protection as a Contributor as well as the protection of Neoart Labs; it does not change your rights to use your own Contributions for any other purpose.
You accept and agree to the following terms and conditions for Your present and future Contributions Submitted to Us. Except for the license granted herein to Us and recipients of software distributed by Us, You reserve all right, title, and interest in and to Your Contributions.
“You” means the individual who Submits a Contribution to Us.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Us, in which You own or assert ownership of the Copyright, for inclusion in, or documentation of, any of the products owned or managed by Neoart Labs (the "Work").
"Work” means the work of authorship which is made available by Us to third parties. When this Agreement covers more than one software project, the Work means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.
"Submit" means any form of electronic, verbal, or written communication sent to Us 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, Us for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”
“Copyright” means all rights protecting works of authorship owned or controlled by You, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.
“Submission Date” means the date on which You Submitted a Contribution to Us.
"Effective Date" means the date You execute this Agreement or the date You first Submit a Contribution to Us, whichever is earlier.
2. Grant of Rights
2.1 Copyright License
a) You retain ownership of the Copyright in Your Contribution and have the same rights to use or license the Contribution which You would have had without entering into the Agreement.
b) To the maximum extent permitted by the relevant law and subject to the terms and conditions of this Agreement, You hereby grant to Us, and to recipients of software distributed by Us, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works, in each case without any requirement of notice or attribution..
2.2 Patent License
Subject to the terms and conditions of this Agreement, You hereby grant to Us and to recipients of software distributed by Us a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, each case without any requirement of notice or attribution, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. 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 Work shall terminate as of the date such litigation is filed.
2.3 Outbound License
As a condition on the grant of rights in Sections 2.1 and 2.2, We agree to license the Contribution only under the terms of the license or licenses which We are using on the Submission Date for the Material or any licenses which are approved by the Open Source Initiative on or after the Effective Date, including both permissive and copyleft licenses, whether or not such licenses are subsequently disapproved (including any right to adopt any future version of a license if permitted).
2.4 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 Us or our successors in interest, or any of our licensees, either direct or indirect.
2.5 Our Rights
You acknowledge that We are not obligated to use Your Contribution as part of the Work and may decide to include any Contribution We consider appropriate.
2.6 Reservation of Rights
Any rights not expressly licensed under this section are expressly reserved by You.
You confirm that:
(a) You have the legal authority to enter into this Agreement. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement.
(b) You own the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 2.
(c) The grant of rights under Section 2 does not violate any grant of rights which You have made to third parties, including Your employer. If Your employer(s) has rights to intellectual property that You create, such as your Contributions, You represent that (i) You have received express written permission to make Contributions on behalf of that employer in accordance with the terms of this Agreement, (ii) that Your employer has expressly and unambiguously waived such rights for Your Contributions to Us in writing, or (iii) that Your employer has executed a separate Corporate Agreement with Us.
(d) You will notify Us of any facts or circumstances of which You become aware that would make Your grants inaccurate in any respect.
You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, except for the representations and warranties set forth above, You provide Your Contributions on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON- INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
5. Consequential Damage Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
6.1 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California excluding its conflicts of law provisions. 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.
6.2 Entire Agreement
This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
If You or We assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement.
6.4 Waiver of Performance
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.
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.