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TextIt_CCLA.txt
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TextIt_CCLA.txt
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Nyaruka, Inc.
dba TextIt
Software Grant and Corporate Contributor License Agreement ("Agreement")
https://github.com/nyaruka/legal
Thank you for your interest in Nyaruka, Inc. ("Nyaruka") and its suite
of messaging services and tools (collectively described as "RapidPro").
In order to clarify the intellectual property license granted with
Contributions from any person or entity, Nyaruka must have a Contributor
License Agreement (CLA) on file that has been signed by each Contributor,
indicating agreement to the license terms below. This license is for your
protection as a Contributor as well as the protection of Nyaruka and its
users; it does not change your rights to use your own Contributions for
any other purpose.
This version of the Agreement allows an entity (the "Corporation") to
submit Contributions to Nyaruka, to authorize Contributions submitted by
its designated employees to Nyaruka, and to grant copyright and patent
licenses thereto.
If you have not already done so, please complete and sign, then scan and
email a pdf file of this Agreement to [email protected]. If necessary,
send an original signed Agreement to Nyaruka, 113 Cherry St. #78857,
Seattle, WA 98104.
Please read this document carefully before signing and keep a copy for
your records.
Corporation name: ________________________________________________
Corporation address: ________________________________________________
________________________________________________
________________________________________________
Point of Contact: ________________________________________________
E-Mail: ________________________________________________
Telephone: _____________________ Fax: _____________________
You accept and agree to the following terms and conditions for Your
present and future Contributions submitted to Nyaruka. Except
for the license granted herein to Nyaruka and recipients of
software distributed by Nyaruka, You reserve all right, title,
and interest in and to Your Contributions.
1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity
authorized by the copyright owner that is making this Agreement
with Nyaruka. 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 the code, documentation or other original
works of authorship expressly identified in Schedule B, as well as
any original work of authorship, including any modifications or
additions to an existing work, that is intentionally submitted
by You to Nyaruka for inclusion in, or documentation of, any of
the products owned or managed by Nyaruka (the "Work"). For the
purposes of this definition, "submitted" means any form of electronic,
verbal, or written communication sent to Nyaruka 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, Nyaruka for
the purpose of discussing and 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 and conditions
of this Agreement, You hereby grant to Nyaruka and to
recipients of software distributed by Nyaruka 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.
3. Grant of Patent License. Subject to the terms and conditions of
this Agreement, You hereby grant to Nyaruka and to recipients
of software distributed by Nyaruka 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) were 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.
4. You represent that You are legally entitled to grant the above
license. You represent further that each employee of the
Corporation designated on Schedule A below (or in a subsequent
written modification to that Schedule) is authorized to submit
Contributions on behalf of the Corporation.
5. You represent that each of Your Contributions is Your original
creation (see section 7 for submissions on behalf of others).
6. 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. 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, either express or implied, including, without
limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
7. Should You wish to submit work that is not Your original creation,
You may submit it to Nyaruka 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]".
8. It is your responsibility to notify Nyaruka when any change
is required to the list of designated employees authorized to submit
Contributions on behalf of the Corporation, or to the Corporation's
Point of Contact with Nyaruka.
Please sign: __________________________________ Date: _______________
Title: __________________________________
Corporation: __________________________________
Schedule A
[Initial list of designated employees. NB: authorization is not
tied to particular Contributions.]
Schedule B
[Identification of optional concurrent software grant. Would be
left blank or omitted if there is no concurrent software grant.]