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| 1 | +# CLOWDER PROJECT Contributor License Agreement |
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| 3 | +Thank you for your interest in contributing to the Clowder Project. In order to contribute, you will need to provide your name and contact information and sign this Clowder Project Contributor License Agreement, which sets for the terms and conditions of the intellectual property license granted with your contributions. |
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| 5 | +This Clowder Project Contributor License Agreement (“Agreement”) is by and between you (any person or entity “You” or “Your”) and The Board of Trustees of the University of Illinois, through its National Center for Supercomputing Applications (“Illinois”). Please read this document carefully before signing and keep a copy for your records . By signing this Agreement or making a “Contribution” to the “Clowder Project” as defined below, You agree to the following: |
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| 7 | +1. “Clowder Project” is an open-source project that aims to simplify the management of research data. Clowder provides tools to manage the full lifecycle of research data; scalable with respect to data size and extensible to the needs of different resea rch domains. |
| 8 | +2. “Contribution” means all of Your contributions of object code, source code, and documentation and any modifications thereof to the Clowder Project. |
| 9 | +3. “Licensed Patents” mean patent claims licensable by Contributor which are necessarily infringed by the making, using, selling, offering for sale, having made, import, or transfer of either its Contribution alone or when combined with the Clowder Project. |
| 10 | +4. You represent that to the best of your knowledge the following: |
| 11 | + 1. You are at least 18 years of age and have full power and authority to enter into this Agreement and to grant the rights in and to the Contribution as set forth herein (individuals who are under 18 years of age and who wish to contribute to the Clowder project may not enter into this Agreement, but may contact Clowder at [email protected] to explore alternatives); |
| 12 | + 2. If your employer has rights to intellectual property that You create as part of the Contribution, You represent that you have obtained permission from Your employer to make Contributions on behalf of that employer or Your employer waived any rights in and to Your Contributions, or your employer authorizes the Contribution and agrees to be bound by the terms herein by signing as an entity below; |
| 13 | + 3. That either: |
| 14 | + 1. all documentation and code in the Contribution is Your original work and includes complete details of any thirdparty license and any 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; or |
| 15 | + 2. any part of the Contribution that is not Your original creation is submitted to Clowder separately from any original Contribution, includes the complete details of its source and any corresponding license and any other restriction (including, but not limited to related patents, trademarks, and license agreements) of which you are personally aware, and is conspicuously marked as "Submitted on behalf of a third-party: [named here]". |
| 16 | + 4. That Your Contribution does not include any viruses, worms, Trojan horses, malicious code or other harmful or destructive content; |
| 17 | + 5. That You are not debarred from receiving services or other exports under U.S. law, including, without limitation, the Foreign Assets Control Regulations, 31 C.F.R. 500 et seq.; the Export Administration Regulations, 15 C.F.R. 730 et seq.; and the International Traffic in Arms Regulations, 22 C.F.R. 120 et seq. Persons who may not be eligible to receive services or exports under U.S. law include citizens and residents of countries subject to U.S. embargoes, and individuals specifically identified on the Specially Designated Nationals List, the Denied Persons List , the Arms Export Control Act Debarred Parties List, or any other list or General Order issued by the U.S. Department of the Treasury, Office of Foreign Assets Control; the U.S. Department of Commerce, Bureau of Industry and Security; the U.S. Department of State, Directorate of Defense Trade Controls; or any other agency with jurisdiction to issue debarment orders; and |
| 18 | + 6. Your Contribution does not include any encryption technology and no government license or permission is required for the export, import, transfer or use of the Contribution. |
| 19 | +5. You represent that the representations made herein are accurate and agree to notify Illinois of any facts or circumstances of which You become aware that would make any of Your representations inaccurate in any respect. |
| 20 | +6. You hereby grant to Illinois and to recipients of the Clowder software distributed by Illinois (collectively, “Recipient”), a perpetual, irrevocable, non-exclusive, worldwide, royalty-free unrestricted license to use, reproduce, prepare derivative works of, publically display, publically perform, distribute, and sublicense the Contribution, and such derivative works, in source code and object code form. |
| 21 | +7. You hereby grant to Recipient a perpetual, non-exclusive, worldwide, royalty-free patent license under Licensed Patents, if any, to make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contribution in source code and object code form. This patent license shall apply to the combination of Your Contribution as part of the Clowder Project if, at the time the Contribution is added by You, such addition of the Contribution causes such combination to be covered by the Licensed Patents. The patent license shall not apply to any other combinations which include the Contribution. If any Recipient institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution or Clowder Project (excluding combinations of the Clowder Project with other software or hardware) infringes Your Licensed Patent, then the patent license granted to such Recipient under this Agreement shall terminate. |
| 22 | +8. Except for the rights granted to Recipients above, You reserve all right, title and interest in and to Your Contribution. You are not expected to provide support for your Contributions. |
| 23 | +9. Subject to Your representations above, Your Contributions are provided on an “AS-IS” basis WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND (express or implied), including, without limitation, any implied warranty of merchantability and fitness for a particular purpose and any warranty of non-infringement. |
| 24 | +10. Illinois, its trustees, directors, officers, employees, students and agents assume no liability in respect of any infringement of any copyright, patent or other right of third parties in connection with any Contributions, the Clowder Project, or Clowder software, and are not liable for any direct, indirect, punitive, special, incidental, consequential or exemplary damages arising in connection with any Contribution, the Clowder Project, or Clowder software. |
| 25 | +11. INDEMNITY. You agree to indemnify and hold Clowder and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including but not limited to reasonable attorneys' fees, made by any third party due to or arising out of Contributions and Content you submit, post, transmit or otherwise make available through the Clowder Project, your violation of the Clowder Code of Conduct at http://clowderframework.org/, or your violation of any rights of another. |
| 26 | +12. You agree that Illinois may assign this Agreement and Clowder Project to any third party. |
| 27 | +13. The Clowder Project is under no obligation to accept and include every Contribution. |
| 28 | +14. This Agreement is governed by the laws of the State of Illinois, excluding its conflict of laws provisions. |
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