146 lines
6.7 KiB
Markdown
146 lines
6.7 KiB
Markdown
## Contributor Agreement
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## Individual Contributor Non-Exclusive License Agreement
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Thank you for your interest in contributing to Windmill Labs, Inc's Windmill
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("We" or "Us").
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The purpose of this contributor agreement ("Agreement") is to clarify and
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document the rights granted by contributors to Us.
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### 1\. Definitions
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**"You"** means the individual Copyright owner who Submits a Contribution to Us.
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**"Legal Entity"** means an entity that is not a natural person.
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**"Affiliate"** means any other Legal Entity that controls, is controlled by, or
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under common control with that Legal Entity. For the purposes of this
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definition, "control" means (i) the power, direct or indirect, to cause the
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direction or management of such Legal Entity, whether by contract or otherwise,
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(ii) ownership of fifty percent (50%) or more of the outstanding shares or
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securities that vote to elect the management or other persons who direct such
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Legal Entity or (iii) beneficial ownership of such entity.
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**"Contribution"** means any original work of authorship, including any original
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modifications or additions to an existing work of authorship, Submitted by You
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to Us, in which You own the Copyright.
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**"Copyright"** means all rights protecting works of authorship, including
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copyright, moral and neighboring rights, as appropriate, for the full term of
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their existence.
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**"Material"** means the software or documentation made available by Us to third
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parties.
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**"Submit"** means any act by which a Contribution is transferred to Us by You
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by means of tangible or intangible media, including but not limited to
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electronic mailing lists, source code control systems, and issue tracking
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systems that are managed by, or on behalf of, Us, but excluding any transfer
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that is conspicuously marked or otherwise designated in writing by You as "Not a
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Contribution."
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**"Documentation"** means any non-software portion of a Contribution.
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### 2\. License grant
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#### 2.1 Copyright license to Us
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Subject to the terms and conditions of this Agreement, You hereby grant to Us a
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worldwide, royalty-free, NON-exclusive, perpetual and irrevocable (except as
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stated in Section 8.2) license, with the right to transfer an unlimited number
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of non-exclusive licenses or to grant sublicenses to third parties, under the
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Copyright covering the Contribution to use the Contribution by all means,
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including, but not limited to:
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- publish the Contribution,
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- modify the Contribution,
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- prepare derivative works based upon or containing the Contribution and/or to
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combine the Contribution with other Materials,
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- reproduce the Contribution in original or modified form,
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- distribute, to make the Contribution available to the public, display and
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publicly perform the Contribution in original or modified form.
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#### 2.2 Moral rights
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Moral Rights remain unaffected to the extent they are recognized and not
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waivable by applicable law. Notwithstanding, You may add your name to the
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attribution mechanism customary used in the Materials you Contribute to, such as
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the header of the source code files of Your Contribution, and We will respect
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this attribution when using Your Contribution.
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### 3\. Patents
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#### 3.1 Patent license
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Subject to the terms and conditions of this Agreement You hereby grant to Us and
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to recipients of Materials distributed by Us a worldwide, royalty-free,
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non-exclusive, perpetual and irrevocable (except as stated in Section 3.2)
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patent license, with the right to transfer an unlimited number of non-exclusive
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licenses or to grant sublicenses to third parties, to make, have made, use,
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sell, offer for sale, import and otherwise transfer the Contribution and the
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Contribution in combination with any Material (and portions of such
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combination). This license applies to all patents owned or controlled by You,
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whether already acquired or hereafter acquired, that would be infringed by
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making, having made, using, selling, offering for sale, importing or otherwise
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transferring of Your Contribution(s) alone or by combination of Your
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Contribution(s) with any Material.
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### 4. Disclaimer
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THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED
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WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY
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QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY
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DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES
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CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION AND EXTENT TO THE
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MINIMUM PERIOD AND EXTENT PERMITTED BY LAW.
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### 5. Consequential damage waiver
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE BE
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LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA,
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INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT
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OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
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OTHERWISE) UPON WHICH THE CLAIM IS BASED.
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### 6. Approximation of disclaimer and damage waiver
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IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 4. AND SECTION 5.
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CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL
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APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL
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OR CONTRACTUAL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.
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### 7. Term
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7.1 This Agreement shall come into effect upon Your acceptance of the terms and
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conditions.
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7.3 In the event of a termination of this Agreement Sections 4, 5, 6, 7 and 8
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shall survive such termination and shall remain in full force thereafter. For
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the avoidance of doubt, Free and Open Source Software (sub)licenses that have
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already been granted for Contributions at the date of the termination shall
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remain in full force after the termination of this Agreement.
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### 8 Miscellaneous
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8.1 This Agreement and all disputes, claims, actions, suits or other proceedings
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arising out of this agreement or relating in any way to it shall be governed by
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the laws of France excluding its private international law provisions.
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8.2 This Agreement sets out the entire agreement between You and Us for Your
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Contributions to Us and overrides all other agreements or understandings.
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8.3 In case of Your death, this agreement shall continue with Your heirs. In
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case of more than one heir, all heirs must exercise their rights through a
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commonly authorized person.
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8.4 If any provision of this Agreement is found void and unenforceable, such
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provision will be replaced to the extent possible with a provision that comes
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closest to the meaning of the original provision and that is enforceable. The
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terms and conditions set forth in this Agreement shall apply notwithstanding any
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failure of essential purpose of this Agreement or any limited remedy to the
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maximum extent possible under law.
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8.5 You agree to notify Us of any facts or circumstances of which you become
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aware that would make this Agreement inaccurate in any respect.
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