This Contribution License Agreement (“Agreement”) is agreed to by the party signing below (“You”), and conveys certain license rights to Personizer and its affiliates (“Personizer”) for Your contributions to Boden, Ashampoo System’s cross-platform framework (“Boden”). This Agreement is effective as of the latest signature date below or upon the submission of your contribution.
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Definitions.
“Code” means the computer software code, whether in human-readable or machine-executable form, that is delivered by You to Personizer under this Agreement.
“Submit” is the act of uploading, submitting, transmitting, or distributing code or other content to Personizer, 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, Personizer for the purpose of discussing and improving Boden, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Submission.”
“Submission” means the Code and any other copyrightable material Submitted by You, including any associated comments and documentation.
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Your Submission. You must agree to the terms of this Agreement before making a Submission to Personizer. This Agreement covers any and all Submissions that You, now or in the future (except as described in Section 4 below), Submit to Personizer.
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Originality of Work. You represent and warrant that each of Your Submissions is entirely Your original work. Should You wish to Submit materials that are not Your original work, You may Submit them separately to Personizer if You (a) retain all copyright and license information that was in the materials as You received them, (b) in the description accompanying Your Submission, include the phrase “Submission 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 provided by Personizer concerning Submissions.
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Your Employer. References to “employer” in this Agreement include Your employer or anyone else for whom You are acting in making Your Submission, e.g. as a contractor, vendor, or agent. If Your Submission is made in the course of Your work for an employer or Your employer has intellectual property rights in Your Submission by contract or applicable law, You must secure permission from Your employer to make the Submission before signing this Agreement. In that case, the term “You” in this Agreement will refer to You and the employer collectively. If You change employers in the future and desire to Submit additional Submissions for the new employer, then You agree to sign a new Agreement and secure permission from the new employer before Submitting those Submissions.
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Licenses.
a. Copyright License. You grant Personizer, and those who receive the Submission directly or indirectly from Personizer, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the Submission to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute the Submission and such derivative works, and to sublicense any or all of the foregoing rights to third parties.
b. Patent License. You grant Personizer, and those who receive the Submission directly or indirectly from Personizer, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under Your patent claims that are necessarily infringed by the Submission or the combination of the Submission with Boden to make, have made, use, offer to sell, sell and import or otherwise dispose of the Submission alone or with Boden.
c. 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.
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Representations and Warranties. You represent that You are legally entitled to grant the above licenses. You represent that each of Your Submissions is entirely Your original work (except as You may have disclosed under Section 3). You represent that You have secured permission from Your employer to make the Submission in cases where Your Submission is made in the course of Your work for Your employer or Your employer has intellectual property rights in Your Submission by contract or applicable law. If You are signing this Agreement on behalf of Your employer, You represent and warrant that You have the necessary authority to bind the listed employer to the obligations contained in this Agreement. You are not expected to provide support of Your Submission, unless You choose to do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTIONS 3,4, AND 6, THE SUBMISSION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
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Notice to Personizer. You agree to notify Personizer in writing of any facts or circumstances of which You later become aware that would make Your representations in this Agreement inaccurate in any respect.
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Information about Submissions. You agree that contributions to Boden and information about contributions may be maintained indefinitely and disclosed publicly, including Your name and other information that You submit with Your Submission.
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Governing Law and Jurisdiction.
a. If you are a UK, EU, EEA or Swiss citizen or registered business, this Agreement shall be governed by the laws of Germany without regard to its conflict of law rules and you consent to the exclusive jurisdiction of the courts located in Germany.
b. If you are a US citizen or registered business, this Agreement shall be governed by the laws of New York without regard to its conflict of laws rules and you consent to the exclusive jurisdiction of the state and federal courts located in New York County.
c. If you live outside of or are a registered business outside of the US, UK and EU, EEA or Switzerland, you agree to the laws and jurisdiction of New York as noted above in Section 9. B.
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Entire Agreement and 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 Personizer.
Please select one of the options below and sign as indicated. By signing, You accept and agree to the terms of this Contribution License Agreement for Your present and future Submissions to Personizer.
____ I have sole ownership of intellectual property rights to my Submissions and I am not making Submissions in the course of work for my employer.
Name (“You”): _________________________________________________
Signature: _________________________________________________
Date: _________________________________________________
GitHub Username: _________________________________________________
Email: _________________________________________________
Address: _________________________________________________
____ I am making Submissions in the course of work for my employer (or my employer has intellectual property rights in my Submissions by contract or applicable law). I have permission from my employer to make Submissions and enter into this Agreement on behalf of my employer. By signing below, the defined term “You” includes me and my employer.
Company Name: _________________________________________________
Signature: _________________________________________________
Date: _________________________________________________
GitHub Username: _________________________________________________
Email: _________________________________________________
Address: _________________________________________________