Individual Contributor License Agreement
By signing this Individual Contributor License Agreement (“Agreement”), and making a Contribution (as defined below) to StrongLoop, Inc. (“StrongLoop”), You (as defined below) accept and agree to the following terms and conditions for Your present and future Contributions submitted to StrongLoop. Except for the license granted in this Agreement to StrongLoop and recipients of software distributed by StrongLoop, You reserve all right, title, and interest in and to Your Contributions.
“You” or “Your” shall mean the copyright owner or the individual authorized by the copyright owner that is entering into this Agreement with StrongLoop.
“Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to StrongLoop for inclusion in, or documentation of, any of the products owned or managed by StrongLoop (“Work”). For purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to StrongLoop or its representatives, including but not limited to communication or electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, StrongLoop for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”
You Grant a Copyright License to StrongLoop
Subject to the terms and conditions of this Agreement, You hereby grant to StrongLoop and recipients of software distributed by StrongLoop, 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 under any license and without any restrictions.
You Grant a Patent License to StrongLoop
Subject to the terms and conditions of this Agreement, You hereby grant to StrongLoop and to recipients of software distributed by StrongLoop 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 under any license and without any restrictions. The patent license You grant to StrongLoop under this Section applies only to those patent claims licensable by You that are necessarily infringed by Your Contributions(s) alone or by combination of Your Contributions(s) with the Work to which such Contribution(s) was submitted. If any entity institutes a 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, 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.
You Have the Right to Grant Licenses to StrongLoop
You represent that You are legally entitled to grant the licenses in this Agreement.
If Your employer(s) has rights to intellectual property that You create, You represent that You have received permission to make the Contributions on behalf of that employer, that Your employer has waived such rights for Your Contributions, or that Your employer has executed a separate Corporate Contributor License Agreement with StrongLoop.
The Contributions Are Your Original Work
You represent that each of Your Contributions are Your original works of authorship (see Section 8 (Submissions on Behalf of Others) for submission on behalf of others). You represent that to Your knowledge, no other person claims, or has the right to claim, any right in any intellectual property right related to Your Contributions.
You also represent that You are not legally obligated, whether by entering into an agreement or otherwise, in any way that conflicts with the terms of this Agreement.
You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which You are personally aware and which are associated with any part of Your Contributions.
You Don’t Have an Obligation to Provide Support for Your Contributions
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.
No Warranties or Conditions
StrongLoop acknowledges that unless required by applicable law or agreed to in writing, 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.
Submission on Behalf of Others
If You wish to submit work that is not Your original creation, You may submit it to StrongLoop 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]”.
Agree to Notify of Change of Circumstances
You agree to notify StrongLoop of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect. Email us at email@example.com.