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TELEPORT CONTRIBUTOR LICENSE AGREEMENT (v1)

This Contributor License Agreement (“Agreement” or “CLA”) is entered into between Gravitational, Inc., a Delaware corporation (“Teleport,” “we,” or “us” etc.) and You (as defined and further identified below). Accordingly, You hereby agree to and accept the following terms for your present and future Contributions (as defined and further identified below) submitted to Teleport:

  1. Definitions: (a) “You” (or “Your”) shall mean the copyright owner (whether an individual or organization) or legal entity authorized by the copyright owner that is making this Agreement with Teleport. (b) “Contribution(s)” shall mean the code, documentation, or other original works of authorship, including any modifications or additions to an existing work, submitted by You to Teleport for inclusion in, or documentation of, any of the products or projects owned or managed by Teleport (the “Work(s)”). For the purposes of this definition, “Submitted” means any form of electronic, verbal, or written communication sent to Teleport 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, Teleport for the purpose of discussing and/or improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

  2. Grant of Copyright License. Subject to the terms of the Agreement, You hereby grant to Teleport and to recipients of software distributed by Teleport a perpetual, worldwide, non-exclusive, sublicensable, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute Your Contributions and such derivative works.

  3. Grant of Patent License. With respect to any patents You own, or that You can license without payment to any third party, subject to the terms of the Agreement, You hereby grant Teleport and to recipients of software distributed by Teleport a perpetual, irrevocable, non-exclusive, worldwide, no-charge, royalty-free irrevocable (except as stated in this Section) patent license to: (i) make, have made, use, sell, offer to sell, import, transfer, and otherwise distribute and exploit Your Contributions in whole or in part, alone or in combination with or included in any product, work or materials arising out of or relating to the Works to which Your Contributions were Submitted; and (ii) sublicense these same rights to third parties through multiple levels of sublicensees or other licensing arrangements. If any entity institutes patent litigation against You or any other entity (including a crossclaim 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.

  4. Except as set out above, You keep all right, title, and interest in Your Contribution. The rights that You grant to us under this Agreement are effective on the date You first Submitted a Contribution to us, even if Your submission took place before the date, You entered this Agreement.

  5. You represent and warrant that: (i) each Contributions is Your original work and that You can legally grant the license and rights set out in this Agreement; (iii) the Contributions and Teleport’s exercise of any license rights granted hereunder, does not and will not, infringe the rights of any third party; (iv) You are not aware of any pending or threatened claims, suits, actions, or charges pertaining to the Contributions, including without limitation any claims or allegations that any or all of the Contributions infringes, violates, or misappropriate the intellectual property rights of any third party (You further agree that You will notify Teleport immediately if You become aware of any such actual or potential claims, suits, actions, allegations or charges).

  6. If Your employer(s) has rights to intellectual property that You create that includes Your Contributions, You represent and warrant that (a) Your employer(s) has waived such rights for Your Contributions to Teleport, or (b) that You have received permission to make Your Contributions on behalf of that employer, and that You are authorized to execute this Agreement on behalf of Your employer.

  7. 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. Except as set forth herein, and unless required by applicable law or agreed to in writing, You provide Your Contributions on an “as is” basis, without warranties or conditions of any kind.

  8. You will notify Teleport of any facts or circumstances of which You become aware that would make Your representations in this Agreement inaccurate in any respect.

  9. The failure of either party to enforce its rights under this Agreement for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement may be assigned by Teleport. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.