Thank you for your interest in contributing to software projects managed by Arcee AI, Inc. ("Arcee", "We", or "Us"). To clarify the intellectual property license granted with Contributions from any person or entity, Arcee must have on file a signed Contributor License Agreement ("CLA") from each Contributor, indicating agreement with the license terms below. This agreement is for your protection as a Contributor as well as the protection of Arcee and its users. It does not change your rights to use your own Contributions for any other purpose.
By accepting and agreeing to these terms and conditions You accept and agree to the following terms and conditions for Your past, present and future Contributions Submitted to Arcee. In return, Arcee shall consider Your Contributions for inclusion (or continued inclusion) in the official Arcee project for which they were Submitted. Except for the license granted herein to Arcee and recipients of software distributed by Arcee, You reserve all right, title, and interest in and to Your Contributions.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with Arcee. 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 modifications or additions to an existing work, that is intentionally Submitted by You to Arcee, in any form and in any manner, for inclusion in, or documentation of, any of the Projects managed by Arcee (the "Work"). This includes any modifications or additions to existing works that are Submitted for the purpose of contributing to a Project and improving the Work.
Means all rights protecting works of authorship, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions.
Or any derivatives shall mean any form of electronic, verbal, or written communication sent to Arcee 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, Arcee for the purpose of discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
Shall mean any of the software projects owned, managed, or maintained by Arcee, including but not limited to open-source projects made available by Arcee to which Contributions may be Submitted.
To the maximum extent permitted by the relevant law, and subject to the terms and conditions of this Agreement, You hereby grant to Arcee and to recipients of software distributed by Arcee a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.
To the maximum extent permitted by the relevant law, and subject to the terms and conditions of this Agreement, You hereby grant to Arcee and to recipients of software distributed by Arcee a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was Submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
To the fullest extent permitted by law, You hereby waive, and agree not to assert, all of Your "moral rights" in or relating to Your Contributions for the benefit of Arcee, its assigns, and their respective direct and indirect sublicensees.
You represent that:
(a) You have the legal authority to enter into this Agreement.
(b) You own the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 2.
(c) The grant of rights under Section 2 does not violate any assignment or grant of rights which You have made to third parties, including Your employer. If Your Contributions were created in the course of Your employment with (or are otherwise owned by) Your past or present employer(s), You represent that such employer(s) has authorized You to make Contributions on behalf of such employer(s) on the terms set forth herein, or such employer(s) has waived all of their right, title, or interest in or to Your Contributions.
(d) You have followed the instructions provided by Arcee if You do not own the Copyright in the entire work of authorship Submitted.
(e) Should You wish to Submit work that is not Your original creation, You may Submit it to Arcee separately from any Contribution, identifying the complete details of its source and of any 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 as "Submitted on behalf of a third-party: [named here]."
(f) You agree to notify Arcee of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, excluding its conflicts of law provisions. The parties submit to venue in, and jurisdiction of, the courts located in the Northern District of California, for purposes relating to this Agreement. You waive all defenses of lack of personal jurisdiction and forum non-conveniens.
This Agreement sets out the entire agreement between You and Arcee for Your Contributions and overrides all other agreements or understandings.
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.
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.
You acknowledge that Arcee is under no obligation to use or incorporate your Contributions into any of the Work. The decision to use or incorporate your Contributions into any of the Work will be made at the sole discretion of Arcee or its authorized delegates.