2020-12-01

In order to clarify the intellectual property license granted with Contributions from any person or entity (such person, “Individual Contributor,” such entity, “Entity Contributor” and each a “Contributor”), Earthly Technologies Inc., (“Earthly”) 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 Earthly; it does not change Your rights to use Your own Contributions for any other purpose.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY TICKING THE CHECKBOX OR BY SUBMITTING ANY CONTRIBUTIONS (AS DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS FOR ALL OF YOUR CONTRIBUTIONS SUBMITTED TO EARTHLY (THIS “CLA”). IF YOU DO NOT AGREE TO THIS CLA, THEN YOU SHOULD NOT SUBMIT ANY CONTRIBUTION TO EARTHLY. YOUR SUBMISSION AND EARTHLY’S ACCEPTANCE OF YOUR CONTRIBUTIONS, CONSTITUTES AN AGREEMENT BY EARTHLY AND BY YOU TO BE BOUND BY THIS CLA. If You are an Entity Contributor, the individual accepting this CLA on Your behalf represents and warrants that they have authority to bind You to, and You agree to be bound by, this CLA.

Except for the license granted herein to Earthly and users of Earthly’s Products (“Earthly Licensees”), You reserve all Your right, title, and interest in and to Your Contributions.

  1. 1. Definitions

    “You” (or “Your”) shall mean the copyright owner or legal entity authorized by the copyright owner that is entering into this CLA with Earthly. With respect to each Entity Contributor, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that Entity Contributor 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 Contributor, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such Entity Contributor.

    “Contribution” shall mean the code, documentation, or any other original works of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Earthly, either prior to or during the Term (as defined below), for inclusion in, or documentation of, any of the products or services owned or managed by Earthly (collectively, the “Products”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Earthly 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, Earthly for the purpose of discussing and improving any Product, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

  2. 2. Grant of Copyright License. Subject to the terms and conditions of this CLA, You hereby grant to Earthly and to Earthly Licensees a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to use, copy, reproduce, prepare derivative works of, publicly display, publicly perform, and distribute Your Contributions and such derivative works, including the license for Earthly to authorize third parties (and licensees of those third parties, and so on) to do any of the foregoing.

  3. 3. Grant of Patent License. You hereby grant to Earthly and to Earthly Licensees a perpetual, worldwide, non-exclusive, no-charge, royalty-free, and irrevocable patent license to make, have made, use, offer to sell, sell, import, transfer, and otherwise dispose of Your Contributions alone or with any Product, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution alone or by combination of Your Contributions with any Product. The above license includes the license for Earthly to authorize third parties (and licensees of those third parties, and so on) to do any of the foregoing.

  4. 4. Moral Rights. To the extent You have any other rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”) in Your Contributions, You hereby waive and agree not to enforce any and all Moral Rights against Earthly to the extent permitted under applicable law.

  5. 5. Right to License. You represent that You are legally entitled to grant the above licenses.

    (i) If You are an Individual Contributor and Your employer has rights to intellectual property that You create which includes Your Contributions, You represent further that You have received permission to make Contributions on behalf of that employer, that your employer has waived such rights with respect to Your Contributions to Earhtly, or that your employer has executed a separate CLA with Earthly.

    (ii) If You are an Entity Contributor, You represent further that each of Your employees designated on the submitted Schedule A (or otherwise in writing to Earthly) is authorized to submit Contributions on Your behalf. It is Your responsibility to notify Earthly when any changes to Schedule A or the list of authorized employees is required.

  6. 6. Original Creator. You represent that each of Your Contribution is entirely an original creation made by or on behalf of You (see below for submissions on behalf of others).

    Should You wish to submit any Contribution that is not entirely Your original creation, You will submit it to Earthly separately from any other Contribution, identifying the complete details of its source and of any license or other restriction (including related patents, copyrights, trademarks, and license agreements) of which you are aware, and conspicuously marking the material as “Submitted on behalf of a third party: [name of third party]” or “Submitted with third-party materials,” in each case You represent that Your Contribution as submitted include complete details regarding such third-party materials, including identity of such third party, license obtained by you, other restrictions (including related patents, copyrights, and trademarks) of which You are aware, and with which part of Your Contribution such third-party materials are associated.

  7. 7. Changes. You agree to promptly notify Earthly of any facts or circumstances of which you become aware that (i) would make the above representations inaccurate in any respect; or (ii) would impose any restrictions on Earthly’s exercise of the rights granted by you hereunder.

  8. 8. Support. 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, Your Contribution is provided 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.

  9. 9. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL EARTHLY OR ANY EARTHLY LICENSEE BE LIABLE TO YOU OR ANY THIRD PARTY, RELATING TO THIS CLA OR ANY OF YOUR CONTRIBUTIONS, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF EARTHLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

    EARTHLY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS CLA WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE PARTIES AGREE THAT THE FOREGOING REPRESENTS A REASONABLE ALLOCATION OF RISK BASED ON THE NATURE OF THIS CLA.

    NOTHING IN THIS CLA CREATES ANY OBLIGATION ON EARTHLY OR ANY EARTHLY LICENSEE TO USE YOUR CONTRIBUTION, NOR DOES YOUR CONTRIBUTION ENTITLE YOU TO ANY COMPENSATION FROM EARTHLY OR ANY EARTHLY LICENSEE. EARTHLY DOES NOT IN ANY WAY GUARANTEE THAT YOUR CONTRIBUTIONS WILL BE USED IN CONNECTION WITH ANY PRODUCT OR TO ACHIEVE ANY SPECIFIC RESULT.

  10. 10. Term and Termination

    This CLA commences upon your acceptance hereof and will continue until terminated in accordance with this Section 10 (“Term”). Each party has the right to terminate this CLA at any time, for any reason or no reason, effective upon 24-hour written notice to the other party, with such notice being deemed effective when sent by email (as applicable): (i) to Your email address provided to us in writing; or (ii) to Earthly at support@earthly.dev. Sections 1, 2, 3, 4, 9, 10, and 11 will survive any termination.

  11. 11. General

    (i) This CLA is governed and construed by the laws of the State of California, USA, excluding its conflicts of laws principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, USA. If any provision of this CLA is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this CLA shall remain in full force and effect.

    (ii) You may not assign this CLA, whether by operation of law, merger or reorganization, without the prior written consent of Earthly; any attempted assignment in violation of the foregoing will be void. Earthly may assign this CLA and any of its rights and obligations hereunder.

    (iii) This CLA constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous representations or agreements, whether written or oral. Any waiver of any provision of this CLA will be effective only if in writing and signed by Earthly.