This Contribution License Agreement (“Agreement”) is agreed to by the party signing below (“You”), and conveys certain license rights to Frain Technologies and its affiliates (“Frain”) for Your contributions to Frain’s open source projects. You accept and agree to the following terms and conditions for Your present and future Contributions submitted to Frain’s open source projects.
1.1. “You” or “Your” means any person or entity who exercises copyright or patent rights granted under this Agreement and who is making this Agreement with Frain. This also includes any person or entity controlled by the person or entity making this Agreement.
1.2. “Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Frain for inclusion in, or documentation of, any of the products owned or managed by Frain (the "Project").
1.3. “Project” means any of the projects owned or managed by Frain in which open source software is offered.
1.4. “Submit” is the act of uploading, submitting, transmitting, or distributing code or other content to any Project, 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, Frain’s open source projects for the purpose of discussing and improving that Project, but excluding communication that is otherwise designated in writing by You as “Not a Contribution.”
2.1. This Agreement shall become effective upon the date You first submitted the Contribution to the Project, even if Your contribution took place before the date You sign this Agreement.
3.1. You represent that each of Your Contributions is wholly and unreservedly Your original work.
3.2. You agree that any intellectual property litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Contribution made by You constitutes a breach of this Agreement and You will be solely liable for any liability that might arise from the litigation.
3.3. Should you wish to submit Contributions that are not your original work, you represent that:
3.3.1. such contributions shall 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 said Contributions;
3.3.2. in the description accompanying said Contribution, You shall include the phrase “Contribution containing materials of a third party:”;
3.3.3. follow any other instructions in the Project’s written guidelines concerning Contributions.
4.1. Copyright
Subject to the terms and conditions of this Agreement, You hereby grant to Frain a non-exclusive, perpetual, worldwide, transferable, fully paid, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, modify, distribute, publicly perform, publicly display and sublicense any or all of the foregoing rights to third parties.
You agree that You will not assert any moral rights in Your Contribution against Frain, our licensees or transferees. You also agree that Frain has no duty to consult with, obtain the consent of, pay or render an accounting to You for any use or distribution of Your Contribution.
4.2. Patent
Subject to the terms and conditions of this Agreement, You hereby grant to Frain and those who receive the Contribution directly or indirectly from Frain a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable License under your patent claims to make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contribution in whole or in part, alone or in combination with or included in any product, work, derivative works or materials arising out of the Project, where such license applies only to those patent claims licensable by you that are necessarily infringed by Your Contribution alone or by combination of Your Contribution with the Project to which You submitted the Contribution.
This license includes, at our option, the right to sublicense these same rights to third parties.
4.3. Other Rights Reserved
Except as specifically set forth in this Agreement, no other express or implied patent, trademark, copyright, or other property rights are granted under this Agreement, including by implication, exhaustion, waiver, estoppel or otherwise.
5.1. You represent that you are legally entitled to grant the above license. If your employer(s) has rights to intellectual property that you create that includes Your Contributions, You represent that:
5.1.1. you have received permission to make Contributions on behalf of that employer; 5.1.2. your employer has waived such rights for your Contributions to Frain; or that
5.1.3. your employer has executed a separate Corporate Contributor License Agreement with Frain.
5.2. Your Contribution does not violate any order, judgment or injunction applicable to you, and you have provided Frain with a copy of any such order, judgment, or injunction.
5.3. All facts you have presented to Frain are accurate and true, including all oral and written statements you have made to Frain.
5.4. You agree to notify Frain 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.
5.5. You agree that You will not intentionally take or willfully assist any third party to take any action for the purpose of circumventing your obligations under this Agreement.
6.1. You shall be liable to indemnify Frain from and against all claims, charges, liabilities, losses, damages and expenses related to a third party claim that the Contribution submitted infringes a third party’s Intellectual Property Rights.
6.2. You shall be liable to indemnify the Company from and against all claims, charges, liabilities, losses, damages and expenses arising from representation made in clause 5.
7.1. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof, the Parties shall consult and negotiate with each other in attempts to reach a satisfactory solution to both Parties. If within a period of 14 days no resolution is reached, either Party may by notice to the American Arbitration Association request for an Arbitration.
7.2. The Arbitral Tribunal shall be presided over by a sole Arbitrator to be appointed by the American Arbitration Association who shall preside over the Tribunal in accordance with Commercial Arbitration Rules and Mediation Procedure.
7.3. Where any party is aggrieved or unsatisfied with the Arbitrator appointed by the American Arbitration Association, such party shall be free to seek relief in any court of competent jurisdiction.
7.4. The seat of arbitration shall be New York.
7.5. Dispositions made shall be conducted in accordance with the New York Code of Civil Procedure.
7.6. The language to be used in the arbitral proceeding shall be the English Language.
7.7. Judgment on the Award may be entered in any court with competent jurisdiction and shall be binding on the Parties.
7.8. The cost of Arbitration shall be covered by each Party individually.
7.9. Nothing in the Agreement and within this Dispute Resolution Clause shall preclude any of the Parties from seeking an interim reliefs from any Court with competent jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America. The Parties consent to jurisdiction and venue of Delaware State Courts.
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.