## Individual and Entity Contributor License Agreement (CLA)

Thank you for your interest in contributing to software projects managed by Asayer, Inc. (“We” or “Us”). This Contributor License Agreement (“Agreement”) documents the rights granted by contributors to Us. This Agreement is for your protection as a contributor as well as for our protection; it does not change your rights to use your own Contributions for any other purpose. To make this document effective, please read the Agreement carefully and then sign it. By signing this Agreement (including by clicking “I agree” or "Sign in with GitHub to agree" and submitting it to us electronically), You are creating a legally binding contract which becomes effective upon your signature or agreement. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement. This Agreement covers your present, and all future, Contributions from You, and may cover more than one software project managed by Us.

### 1. Definitions

“Affiliates” means any Legal Entities that control, are controlled by, or under common control with another Legal Entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity. 

“Contribution” means any work of authorship that is Submitted by You to Us in which You own or assert ownership of the Copyright. If You do not own the Copyright in the entire work of authorship, please contact us before Submitting the Contribution.

“Copyright” means all rights protecting works of authorship owned or controlled by You or your Affiliates (as may be applicable), including copyright, moral and related (or neighboring) rights, as appropriate, for the full term of their existence, including any extensions by You.

“Legal Entity” means an entity which is not a natural person. 

“Media” means any portion of a Contribution which is not software. 

“Submit” means any form of electronic or written communication, or recorded verbal communication, sent to Us or our representatives at a destination (including websites) that we own or control or that is otherwise registered to us, including but not limited to electronic mailing lists, source code control systems, instant messages or similar communications, and issue tracking systems that are managed by, or on behalf of, Us for the purpose of discussing and improving the Work, but excluding any communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

“Work” means any of the products or projects owned or managed by Us, and any work of authorship which is made available by Us to third parties. When this Agreement covers more than one software project, Work means the work of authorship to which your Contribution was Submitted. After You Submit the Contribution, it may be included in the Work.

“You” means (i) the individual who Submits a Contribution to Us, if You are an individual acting on your own behalf, or (ii) the Legal Entity on behalf of whom you Submit a Contribution to Us if you are are Submitting any Contribution on behalf of any entity.

### 2. Grant of Rights

#### 2.1 Copyright License

(a) Except for the license granted to Us in this Agreement, You reserve all right, title, and interest in and to Your Contributions. That means that you can keep doing whatever you want with your Contribution, and you can license it to anyone you want under any terms you want.

(b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual, worldwide, non-exclusive, transferable, no charge and royalty-free, irrevocable license under the Copyright covering the Contribution, with the right to sublicense such rights through multiple tiers of sublicensees, to reproduce, modify, display, perform, sublicense and distribute the Contribution as part of the Work; provided that this license is conditioned upon compliance with Section 2.3.

#### 2.2 Patent License

For patent claims, including without limitation method, process, and apparatus claims which You (or Your Affiliates, as may be applicable) own, control or have the right to grant, now or in the future, You grant to Us, and to recipients of software distributed by the Us, a perpetual, worldwide, non-exclusive, transferable, no charge and royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution (and the Contribution in combination with the Work, and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3. If any person or entity institutes patent litigation against Contributor or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Contributions, or the Work to which the Contributions were submitted, constitutes direct or contributory patent infringement, then any patent licenses granted under this Agreement for that Contribution to the person or entity instituting the litigation, or the Work to which the Contributions were submitted, shall terminate as of the date such litigation is filed.

#### 2.3 Outbound License

Based on the grant of rights in Sections 2.1 (meaning, no matter what, you can keep licensing your Contribution to others however you want) and 2.2, if We include Your Contribution in any Work, and if We determine that it is appropriate for the purpose of commercializing any Work or any project under Our control, we may license the Contribution under any license, including copyleft, permissive, commercial, or proprietary licenses. As a condition on the exercise of this right, We agree to also use reasonable efforts to continue to license Your Contribution (in the same or other projects or Works) under the terms of the license or licenses under which you Submitted Your Contribution.

#### 2.4 Moral Rights

We agree to comply with applicable laws regarding your Contribution, including copyright laws and law related to moral rights. If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Us or our successors in interest, or any of our licensees, either direct or indirect.

#### 2.5 Our Rights

You acknowledge that We are not obligated to use Your Contribution as part of any Work, and that we and may decide to include any Contribution We consider appropriate.

#### 2.6 Reservation of Rights

Any rights in Your Contribution not expressly licensed under this Agreement are expressly reserved by You.

### 3. Representations

You represent (promise) that You are legally entitled to grant the above licenses. If Your employer(s) has rights to intellectual property that you create that includes your Contributions, You represent that You have received permission to make Contributions on behalf of that employer, that Your employer has waived such rights for your Contributions to Us, or that Your employer has executed a separate Corporate Contributor License Agreement with Us.

You further represent that each of Your Contributions is Your original creation. 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 agree to notify Us of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

### 4. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, YOUR CONTRIBUTION IS PROVIDED "AS IS". YOU EXPRESSLY DISCLAIM ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

### 5. Miscellaneous

5.1 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The sole venue for all disputes relating to this Agreement shall be in the New Castle County, Delaware (USA). The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.

5.2 This Agreement may be amended only by a written document signed by the party against whom enforcement is sought.

5.3 The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety.

5.4 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

**This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.**

By signing this agreement, Contributor accepts and agrees to the preceding terms and conditions for Contributor’s present and future Contributions submitted to Us. 
