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CLA
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This PENXLE COMPANY Contributor License Agreement (“CLA”) applies to any
contribution that you make to any product or project (“Project”) managed by us,
and sets out the intellectual property rights you grant to us in the contributed
materials. You must accept and [SIGN] this CLA, indicating agreement to the
terms below. Please read this agreement carefully before signing. These terms
and conditions constitute a binding legal agreement.
1. Definitions
“You” or “Your” means the copyright owner of or the legal entity authorized by
the copyright owner that is entering into this CLA with PENXLE COMPANY For legal
entities, the entity making the Contribution and all other entities that
control, are controlled by, or are under common control with the entity are
considered to be a single Contributor. “Control” here means the power, direct or
indirect, to cause the direction or management of such entity, whether by
contract or otherwise, or the ownership of fifty percent (50%) or more of the
outstanding shares, or the beneficial ownership of such entity.
“Contribution” means any source code, object code, patch, tool, sample,
graphic, specification, manual, documentation, material, or original work of
authorship, including any modifications or additions to an existing work, that
is submitted by You to a Project for inclusion in, or documentation of, any of
the PENXLE COMPANY Projects (the “Work”). “Submitted” here means any form of
electronic, verbal or written communication sent to the Project Managers.
“Us”, “We” or “Our” means PENXLE COMPANY and/or one or more of its
subsidiaries and/or affiliates of each of them ("our", "we", "us" or "PENXLE
Company").
2. Copyrights
With respect to any worldwide copyrights, or copyright applications and
registrations, in your Contributions:
You hereby assign to us joint ownership, and to the extent that such
assignment is or becomes invalid, ineffective or unenforceable, You hereby grant
Us a perpetual, irrevocable, non-exclusive, no-charge, royalty-free,
unrestricted license to reproduce, prepare derivative works of, publicly
display, publicly perform, sublicense (including through multiple levels of
sublicenses or other licensing arrangements) and distribute Your Contributions
and any derivative works.
You agree that each of us can do all things in relation to Your
Contributions as if each of us were the sole owners of such Contributions, and
if one of us makes a derivative work of any of Your Contributions, the one who
makes the derivative work (or has it made) will be the sole owner of that
derivative work;
You agree that You will not assert any moral rights in any of Your
Contributions against Us, Our licensees or transferees;
You agree that We may register a copyright in any of Your Contributions and
exercise all ownership rights associated with it; and
You agree that neither of us has any duty to consult with, obtain the
consent of, pay or render an accounting to the other for any use or distribution
of any of Your Contributions.
3. Patents
With respect to any patents You own, or that You can license without payment
to any third party, You hereby grant to Us a perpetual, non-exclusive,
worldwide, no-charge, royalty-free, irrevocable license to:
make, have made, use, offer to sell, sell, import and otherwise transfer
Your Contribution in whole or in part, alone or in combination with or included
in any product, work or materials arising out of the project to which Your
Contribution was submitted; and at Our option, sublicense these same rights to
third parties through multiple levels of sublicenses or other licensing
arrangements.
4. Except as set out above, You reserve all right, title, and interest in Your
Contribution. The rights that You grant Us under these terms are effective on
the date You first submitted a Contribution to Us, even if Your submission took
place before the date You sign these terms.
5. You covenant, represent, warrant and agree that:
Each Contribution that You submit is and shall be an original work of
authorship and You can legally grant the rights set out in this CLA;
Your Contribution includes complete details of any third-party license or
other restriction associated with any part of Your Contributions;
To the best of Your knowledge, each Contribution You make will not violate any
third party’s copyrights, trademarks, patents, or other intellectual property
rights; and
Each Contribution You make shall be in compliance with U.S. export control
laws and other applicable export and import laws.
6. You represent that You are 18 years of age or older, that You are competent
to enter into agreements, that there are no laws or restrictions preventing You
from entering into this CLA, and that You are legally entitled to grant all
licenses contained in this CLA. If Your employer(s) has rights to intellectual
property that You create that include, or could include Your Contributions, You
represent that You have received permission to make Contributions on behalf of
that employer, that employer has waived any rights in connection with Your
Contributions.
You agree to notify Us if You become aware of any circumstance which would
make any of the foregoing representations inaccurate in any respect. You also
agree that PENXLE COMPANY may, but is not obligated to, disclose Your
participation in the Project, including the fact that You have signed the CLA.
If You are executing this CLA on behalf of an entity, You also represent that
You are empowered to enter into this CLA on behalf of that entity, and that such
entity agrees to be bound by the terms of this CLA.
7. This CLA is governed by the laws of the Republic of Korea. Any choice of law
rules will not apply.