By making a contribution, you agree to the terms of this Contributor License Agreement, which includes your grant to Oro of a royalty-free, perpetual and irrevocable license to use and relicense your Contribution (as defined below), and any copyrights and patent rights in your Contribution. You may only contribute software and materials originally created by you or your company and you must have the right to make the contribution on behalf of yourself and/or your company.
BY CLICKING THE “I AGREE” BUTTON OR CONTRIBUTING TO THE ORO SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, CLICK THE “CANCEL” BUTTON, OR DO NOT CONTRIBUTE TO THE ORO SOFTWARE. DO NOT SELECT “I AGREE,” OR CONTRIBUTE UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THESE TERMS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
YOU ASSUME ALL RESPONSIBILITY FOR THE CONTRIBUTION TO THE ORO SOFTWARE.
CONTRIBUTOR LICENSE AGREEMENT
This Contributor License Agreement (“Agreement”) documents the rights granted by Contributors to Us. This Agreement will govern all Contributions by you.
This Agreement is between Oro Inc. software development company which resides at 8072 Melrose Ave Los Angeles, CA 90046 (“Oro”, “we”, “us”, or “our”), and the person or entity making a Contribution to Oro signing this document. (“Contributor”, “you” or “your”, and collectively with Oro, the “Parties”).
THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, AND/OR THE COMPANY ON WHOSE BEHALF YOU ARE CONTRIBUTING TO THE ORO SOFTWARE IN THE SCOPE OF YOUR EMPLOYMENT, AND THE COMPANY CONTRIBUTING TO THE ORO SOFTWARE, IF NOT CONTRIBUTED ON YOUR OWN BEHALF. In case your are not contributing on Your own behalf but on behalf of a company, it is your responsibility to notify ORO of the company’s Point of Contact with Oro for the purpose of this Agreement and the Contribution
- “Contribution” means any work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Oro for inclusion in, use with, or documentation of, any of the products or services owned or managed by Oro (the “Work” or the “Oro Software”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication provided to Oro or its representatives, or uploaded, submitted, displayed or made an integral part of the Oro Software by you and or on your behalf, including, but not limited to, communication on electronic mailing lists, websites, githubs, source code control systems, and issue tracking systems that are managed by, made available by or on behalf of Oro, or any third party in relation to the Oro Software, including for the purpose of discussing, modifying, revising, and improving the Work, including identification of errors and/or issues and the remedy thereof.
- “Contributor”, “you”, or “your” means the copyright owner or legal entity authorized by the copyright owner that is entering into this Agreement.
- “Contributor Affiliate” means any past, present or future subsidiary, parent company, sister company, or other corporation, firm, business, partnership, joint venture or entity that controls, is controlled by, or is under common control of Contributor or any of its subsidiaries.
- “Control” means (i) the power, direct or indirect, to cause the direction or management of an entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares of an entity, or (iii) beneficial ownership of an entity.
- “Oro Affiliate” means any past, present or future subsidiary, parent company, sister company, or other corporation, firm, business, partnership, joint venture or entity that controls, is controlled by, or is under common control of Oro or any of its subsidiaries.
- Grant of Copyright License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to Oro, Oro Affiliates and all third party recipients of the Oro Software, software, products, services, and all other information distributed by Oro a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, modify, copy, delete, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Contributions and such derivative works.
- Grant of Patent License. Subject to the terms and conditions of this Agreement, Contributor and Contributor Affiliates hereby grant to Oro, Oro Affiliates, and all third party recipients of the Oro Software, software, products, services, and information distributed by Oro a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, modify, copy, delete, offer to sell, sell, import, and otherwise transfer the Contributions, where such license applies only to those patent claims licensable by Contributor that are necessarily infringed by Contributions alone or by combination with software and/or information related to any Oro Software, software, products, services, or information.
- Grant to Oro and Oro Affiliates. The rights conferred in this Agreement to Oro shall automatically and immediately extend to any entity that later becomes a Oro Affiliate or a part of Oro including by way of change of control, merger, acquisition and/or sale of all or substantially all of its shares and/or assets.
- Contributions. Contributor agrees to the terms and conditions of this Agreement for all Contributions made by you. Except for the licenses granted herein, Contributor reserves all right, title, and interest in and to Contributor Contributions.
- Original Work. Contributor represents that each Contribution is Contributor’s own original creation and/or he has full rights to make such Contribution on beghalf of the owner of the rights to such Contribution and that Contributor is the copyright owner or legal entity authorized by the copyright owner of all Contributions.
- Ownership and Authority. Contributor represents and warrants that it is legally entitled to grant the licenses above and that the Contributions do not include any third party copyrights, patents, trade secrets, licenses, or other restrictions (“Third Party IP”), and that Contributor will not declare any dependencies on any open source projects, proprietary software or Third Party IP, unless Contributor has made a Complete Disclosure (as detailed hereafter in Section 3.3) prior to or at the time of the Contribution submission including full representation, warranty and undertaking full responsibility and liability that such open source projects, proprietary software or Third Party IP will not effect or have any limitation on Oro and or the Oro Software, software, products, services, and information distributed by Oro including by way of contamination of the Oro Software, software, products, services, and information distributed by Oro or effect Oro or any third party making use of the software, products, services, and information distributed by Oro.
- Complete Disclosure. Subject to the representation, warranty and undertaking of full responsibility and liability for the matters detailed in section3.2 above, if applicable, Contributor represents that each and every Contribution submission includes complete details of any third-party license or other restrictions associated with any part of the Contribution.
- Support. Contributor is not expected to provide support for Contributions, except to the extent Contributor desires to provide support. Contributor may provide support for free, for a fee, or not at all and such support shall be the sole and exclusive liability of Contributor and Oro shall in no way be held responsible or liable or such support or lack of support.
- Notification of any Change. You agree to notify Oro if any of the facts, circumstances or representations made herein are or become inaccurate in any respect.
- Waiver. Contributor waives all other claims of any nature, including express contract, implied-in-fact contract, or quasi-contract, arising out of any disclosure of the Contributions to Oro. As such, Oro is under no obligation to use or implement the Contributions in any respect.
- Competitive or Similar Materials. In no event shall Oro or Oro Affiliates be precluded from discussing, reviewing, developing for itself, having developed, or developing for third parties, materials which are competitive with those set forth in the Contributions irrespective of their similarity to the information in the Contributions, so long as Oro complies with the terms of this Agreement.
- Submission of Contributions. Unless you explicitly state otherwise, any Contribution shall be under the terms and conditions of this Agreement, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Oro regarding such Contributions.
- Trademarks. This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of the Oro, except as required for reasonable and customary use in describing the origin of the Oro Software.
- Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Oro be liable to you for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or in in relation to the Contribution (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Oro has been advised of the possibility of such damages.
- Governing Law. This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Santa Clara County, California, USA.
- Survival. Upon termination or expiration of this Agreement, all terms of the Agreement, including the license grants, shall remain in full force and effect, except that Contributor will no longer make submissions to Oro.
- Amendments. Oro may amend this Agreement at any time by providing notice to you or by posting the revised Agreement online where Contributions are made. By making a subsequent Contribution, you thereby agree to the revised Agreement for all Contributions made by you. If you do not agree to the revised Agreement, you may stop making Contributions.
- Assignment. You may not assign or transfer this Agreement in any way or manner. Oro may be free to assign or transfer this Agreement in any way or manner including due to change of control, merger, acquisition or sale of all or substantially all of its assets and/or shares.
- Indemnification. Contributor agrees to indemnify, defend and hold harmless Oro, its officers, directors, employees, agents, shareholders, and licensors from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any third party claims that arise from or are in connection with: (i) Contributor’s violation of any terms of this Agreement; (ii) distribution and/or use of the Contributions, including any breach of Third Party IP; and/or (iii) the Contributions. Oro shall provide Contributor with written notice of the claim, permit Contributor to control the defense, settlement, adjustment or compromise of any such claim, and reasonably cooperate with Contributor in the defense and any related settlement action. Oro reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Contributor