Thank you for your interest in Agoda.com (the "Company") open source project. The Company asks you (“You” or “Contributor”) to sign this Contribution License Agreement in order to protect you as a Contributor and the Company and its users. This is not an assignment and it does not affect your ownership of your Contributions for any other purpose. It does, however, grant to the Company certain rights to your Contributions.
Please complete, sign and return this Agreement to the Company below by using GitHub
Please read this document carefully before signing and keep a copy for your records.
- Full legal name:
- Public name/Alias:
- Mailing Address:
- Location:
- GitHub ID:
- Telephone:
- E-Mail:
- Open Source Project(s):Kakao
You accept and agree to the following terms and conditions for Your past, present and future Contributions submitted to the Company.
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Definitions.
"You" (or "Your") shall mean the legal owner of the Contribution that is making this Agreement with the 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 derivative works, modifications or additions to an existing work, that is intentionally submitted by You to the Company for inclusion in, or documentation of, any of the products owned or distributed by the Company (the "Work"). You acknowledge that the Company desires to have all contributions made by You under the terms of this CLA and, thus, this CLA will apply to all of your Contributions submitted both before and after the date of signature. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the 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, the Company 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 – Exempt from Contributor License Agreement dated _______.”
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Grant of Copyright License.
Subject to the terms and conditions of this Agreement, You hereby grant to the Company and to recipients of software distributed by the Company a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license, including a license, to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, distribute, or sell Your Contributions and the Work.
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Grant of Patent License.
Subject to the terms and conditions of this Agreement, You hereby grant to the Company and to recipients of the Work distributed by the Company a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, distribute, and otherwise transfer Your Contributions and the Work.
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Ownership and third party rights.
You represent that you are the sole legal owner and are legally entitled to grant the above license for the Contributions. If:
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(A.) your employer(s) has intellectual property or other rights to your Contributions, you represent that you have both (i.) received express, prior, written permission to make Contributions on behalf of that employer; and (ii.) that your employer has waived any of its rights for or claims in your Contributions to the Company, or
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(B.) if another individual or third party has rights to intellectual property to your Contributions – whether as a result of being a co-inventor, assignee, or other right, you represent that you have both (i.) received express, prior, written permission to make Contributions on behalf of that individual or third party; and (ii.) that such individual or third party has waived any of its rights for or claims in your Contributions to the Company.
You will submit such written permission to the Company at the time of the submission of your Contribution.
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Your original creation.
You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others). You represent that Your Contribution submissions include complete details (including required attributions and details of applicable license restrictions) of any third-party license or public domain licenses, or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware or should be aware and which are associated with any part of Your Contributions.
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Support and warranties.
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, the Company acknowledges that You provide Your Contribution 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, NONINFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
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Third party owned creation(s).
Should You wish to submit work that is not Your original creation, You may submit it to the Company separately from any Contribution, clearly identifying the complete details of its ownership and source, and any applicable 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, for example: "Submitted on behalf of a third-party: [named here].” “Owned by third-party: [named here.]” or “Copyright held by third-party: [named here].”
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Notification.
You agree to notify the Company of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect, including if you become aware of any third party intellectual property rights that are infringed by your Contributions.
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Assignment.
Neither party may assign this Agreement without the other party’s consent which will not be unreasonably withheld; however, each party may assign this Agreement without the other party’s consent to an entity or individual that acquires all or substantially all of the business or assets of the assigning party or for an individual acquires all of the intellectual property rights in the Contribution owned by such individual, whether by merger, sale of assets, or otherwise, provided that such entity or individual assumes and agrees in writing to be bound by all of the obligations of the assigning party under this Agreement.
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Applicable law and jurisdiction.
The Agreement shall be governed by and construed and enforced in accordance with, the laws of the State of New York, without reference to conflicts of laws. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts of the State of New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. The application of the United Nations Convention on the International Sale of Goods to the Agreement is disclaimed in its entirety.
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Entire agreement.
This Agreement is the entire agreement, both written or oral, with respect to the Contributions between the parties. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to affect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. All notices and other communications herein permitted or required under this Agreement will be sent by postage prepaid, via registered or certified mail or overnight courier, return receipt requested, or delivered personally to the parties at their respective addresses, or to such other address as either party will give to the other party in the manner provided herein for giving notice. Notice will be considered given upon receipt.
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Contributor
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Date
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Print Name
Acknowledged Agoda.com
By: _________________________________
Date: _______________________________