CONTRI=
BUTOR AGREEMENT
Contributor Agreement<=
/h1>
We=E2=80=99re very happy you=E2=80=99re interested in contributing to Ma=
rketcetera. Like many other open source projects, we need you to complete&n=
bsp;a Contributor License Agreement (=E2=80=9CCLA=E2=80=9D) so we can =
add you to the list of approved contributors and review the chang=
es you propose.
Note that the following agreement is not a transfer of copyright ownersh=
ip, this simply is a license agreement for contributions. You also do not c=
hange your rights to use your own contributions for any other purpose.
For some background on why contributor license agreements are necessary,=
you can read FAQs from many other open source projects:
This is part of the legal framework of the open-source ecosystem that ad=
ds some red tape, but protects both the contributor and the company / found=
ation behind the project. It also gives us the option to relicense the code=
with a more permissive license in the future.
If you have more questions, send us an email at info@marketcetera=
.com.
Marketcetera Contributor License Agreement
Thank you for your interest in participating as a contributor to the Mar=
ketcetera development project (the =E2=80=9CProject=E2=80=9D). The Project =
consists of individual development projects for Marketcetera products, incl=
uding but not limited to Marketcetera Strategy Studio, DARE, Marketcetera i=
ntegration tools, and Marketcetera Order Loader, which may be made availabl=
e by Marketcetera under free and/or commercial licenses and subscriptions.<=
/p>
By signing this letter the undersigned (=E2=80=9Cyou=E2=80=9D or =E2=80=
=9CYou=E2=80=9D) grants to Marketcetera and anyone authorized by Marketcete=
ra, a non-exclusive, irrevocable, worldwide, royalty-free, sublicenseable, =
transferable license under all of your relevant intellectual property right=
s (including copyright, patent, and any other rights) to use, copy, prepare=
derivative works of, modify, reproduce, publicly perform and display, and =
distribute the Contributions in any way on any licensing terms, including w=
ithout limitation: (a) open source licenses, and/or (b) binary, proprietary=
, or commercial licenses.
In order to conclusively and clearly set out the responsibilities and ob=
ligations associated with Contributions (as defined below), Marketcetera In=
c (=E2=80=9CMarketcetera=E2=80=9D), as owner of the Project, has each Contr=
ibutor enter into this Contributor License Agreement (the =E2=80=9CAgreemen=
t=E2=80=9D) and agree to the terms below. If you do not agree to the terms =
and conditions of the Agreement, please do not submit your contributions to=
Marketcetera; such agreement is a condition of Marketcetera=E2=80=99s will=
ingness to consider your contribution, and such willingness is, among other=
things, consideration for this Agreement.
You and Marketcetera hereby accept and agree to the following terms and =
conditions:
- Contributors and Contributions=20
- Any individual or legal entity that voluntarily submits to the Project =
a Contribution (including any legal entity represented by an individual tha=
t makes such a submission) is addressed herein as =E2=80=9CContributor=E2=
=80=9D or =E2=80=9CYou=E2=80=9D (whether or not capitalized). For legal ent=
ities, the entity making a Contribution and all other entities that control=
, are controlled by, or are under common control with that entity are consi=
dered to be a single Contributor. For the purposes of this definition, =E2=
=80=9Ccontrol=E2=80=9D means=20
- the power, direct or indirect, to cause the direction or management of =
such entity, whether by contract or otherwise, or
- ownership of fifty percent (50%) or more of the outstanding shares, or<=
/li>
- beneficial ownership of such entity.
- A =E2=80=9CContribution=E2=80=9D is any work, including any modificatio=
n or addition to an existing work that has been submitted for inclusion in =
or documentation of, any of the products or projects owned or managed by Ma=
rketcetera.
- A work is deemed =E2=80=9Csubmitted=E2=80=9D for inclusion in, or docum=
entation of, any of the products or projects owned or managed by Marketcete=
ra when any form of electronic, verbal, or written communication or documen=
tation sent to the Project or Marketcetera (including but not limited to co=
mmunication via email to contributions at=
marketcetera.com) includes a reference of your intent to have such wor=
k so included or to make a contribution.
- Any Contribution submitted by You to the Project shall be under the ter=
ms and conditions of this Agreement, without any additional terms or condit=
ions. Your signature on this Agreement is not necessary for its validity or=
enforcement. In the event Marketcetera should request that You execute thi=
s Agreement in written form with a personal signature, or execute a form of=
assignment or other documents necessary or appropriate in connection with =
the foregoing or to complete a copyright registration filing, You agree to =
do so promptly and without additional consideration.
- Contributor Grants.
For the benefit of Marketcetera:
- You hereby irrevocably assign, transfer, and convey to Marketcetera all=
right, title and interest in and to the Contribution. Such assignment incl=
udes all copyrights, copyright applications, and copyright registrations, a=
nd all other intellectual property or proprietary rights other than patents=
relating to the Contribution, together with all causes of actions accrued =
in your favor for infringement thereof, recognized in any jurisdiction, whe=
ther or not perfected (=E2=80=9CProprietary Rights=E2=80=9D). Without limit=
ing the generality of the foregoing, Marketcetera shall have the right to u=
se or not use the Contribution and to use, sell, register, distribute, lice=
nse, reproduce, re-use, alter, modify, edit, change, or otherwise commercia=
lize the Proprietary Rights as it sees fit, in any manner now known or in t=
he future discovered, and for any purpose. To the extent that under any app=
licable mandatory law, Proprietary Right cannot be assigned, You irrevocabl=
y agree to grant, and You hereby grant, to Marketcetera an exclusive (or no=
n-exclusive, if a exclusive license is not effectively granted) perpetual, =
irrevocable, unlimited, sublicensable, assignable, worldwide, fully paid, a=
nd unconditional license to fully use, exercise, exploit and commercialize =
such Proprietary Right in any manner now known or in the future discovered.=
To the extent such license grant is non-exclusive or is not fully valid, e=
ffective or enforceable under mandatory law, You irrevocably agree to grant=
, and You hereby grant and agree to grant and confirm, to Marketcetera (and=
anyone else requested by Marketcetera), such rights and permissions (and t=
o impose restriction on third parties) as Marketcetera reasonably requests =
from time to time in order so that Marketcetera has a legal and business po=
sition as close as possible to full and exclusive legal ownership.
- You hereby grant to Marketcetera and to and to any and all individuals =
and entities who obtain, access, use, or distribute any Marketcetera produc=
t or derivative work thereof (by whomever made) a perpetual, non-exclusive,=
worldwide, fully paid-up, royalty free, sublicensable, assignable, irrevoc=
able (except as set forth below with respect to litigation) license to any =
patent rights to make, have made, use, offer to sell, sell, import, and oth=
erwise exploit or transfer your Contribution or derivative works thereof (b=
y whomever made), where such license applies only to those patent claims li=
censable by You that are necessarily infringed by your Contribution alone o=
r by combination of your Contribution with other work of the Project. The p=
atent license granted in this Section shall immediately terminate with resp=
ect to any party that institutes patent litigation against You or Marketcet=
era (including a cross-claim or counterclaim in a lawsuit) alleging that yo=
ur Contribution, or the Project work to which You have contributed, constit=
utes direct or contributory or other indirect patent infringement.
- Upon making the assignment and grants set forth in Section 2.1, You sha=
ll receive from Marketcetera a non-exclusive, worldwide, fully paid-up, roy=
alty-free, irrevocable license under the rights You have assigned or exclus=
ively licensed to Marketcetera to make, have made, use, reproduce, distribu=
te, sub-license, modify and prepare derivative works based on your Contribu=
tion.
- In case that under mandatory law, You retain any moral rights or other =
inalienable rights to Contributions, You agree not to exercise such rights,=
until You have provided prior written notice to Marketcetera and then only=
in accordance with any reasonable instructions that Marketcetera issues in=
the interest of protecting its rights and the rights of its users and cust=
omers and You agree not to exercise such rights in any manner that would re=
strict Marketcetera exercise of any rights purportedly assigned or licensed=
hereunder. You also agree to confirm the foregoing agreement from time to =
time upon request.
- In order to ensure that Marketcetera will be able to acquire, perfect a=
nd use its Proprietary Rights under Section 2.1 and its patent license unde=
r Section 2.2, You will: (i) sign any documents to assist Marketcetera in t=
he documentation, perfection and enforcement of its rights, and (ii) provid=
e Marketcetera with support and reasonable access to information for record=
ing, perfecting, securing, defending, and enforcing its rights. You also ir=
revocably authorize Marketcetera to act and sign on your behalf and take an=
y necessary steps in order to perfect Marketcetera=E2=80=99s rights under t=
his Agreement.
- Identification of Contributors=20
- Upon general availability release of a Marketcetera product that includ=
es your Contribution, Marketcetera shall identify You by name in the acknow=
ledgements section of the code notes. Marketcetera=E2=80=99s sole liability=
and your sole remedy for breach of this Section is for Marketcetera to cor=
rect the attribution in the next release following the date on which the br=
each was brought to Marketcetera=E2=80=99s attention. Any Contributor who d=
oes not want to be identified as a Contributor must notify Marketcetera of =
that by means of an email to contribution=
s at marketcetera.com.
- Contributor Representations.
With acknowledgement and agreement that Marketcetera and Users of its prod=
ucts will invest significant resources in product development, application =
development, marketing, and other cost-intensive undertakings in reliance u=
pon your representations in this Agreement, You represent and warrant that:=
- You are over the age of 18, and You are legally entitled to grant the a=
bove assignment and license.
- If your employer(s) has rights to intellectual property that You create=
that includes your Contributions, You have received permission to make Con=
tributions on behalf of that employer, that your employer has waived such r=
ights for your Contributions to the Project, and that your employer has exe=
cuted a separate CLA with Marketcetera.
- Each of your Contributions is your original creation and You have not a=
ssigned or licensed any related Proprietary Rights or other rights to any t=
hird party. You represent that any Contribution submission(s) You make shal=
l clearly and conspicuously include full disclosure and complete details of=
any third-party rights or license or other restriction (including, but not=
limited to, related copyright, patents and trademarks) which are associate=
d with any part of your Contribution or with anything accompanying Your Con=
tribution.
- To the best of your knowledge, no government license or permission is r=
equired for the export, import, transfer or use of the Contribution.
- No claim or dispute has been alleged, threatened, made or filed in conn=
ection with the ownership, use or distribution of your Contribution.
- Entering into and performing this Agreement and submitting a Contributi=
on does not violate, breach or constitute a default under any other agreeme=
nt to which You or your employer is a party, does not require any consent, =
approval or waiver from or notice to any third party, and does not violate =
any law or regulation or third party right.
- Contributor=E2=80=99s Ongoing Obligation. You agree to notify the Proje=
ct promptly of any facts or circumstances of which You become aware that wo=
uld make the representations and warranties in Section 4 inaccurate or untr=
ue in any respect, at the time of the Contribution, or at any point in the =
future.
- Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4, NEITHER YOU NOR =
MARKETCETERA MAKE ANY WARRANTIES OF ANY KIND TO THE OTHER PARTY, EITHER EXP=
RESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF A CONTRIBUT=
ION=E2=80=99S MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Support for Contributions.
You are not expected or obligated to provide technical support for your Co=
ntributions, except to the extent You desire to provide such support. You m=
ay provide technical support for free, for a fee, or not at all. If You dec=
ide to provide technical support for a fee, Marketcetera shall have no obli=
gation to accept the technical support, or pay any such fee unless the term=
s of such support (including applicable fees) are set forth in a separate w=
ritten agreement signed by an authorized representative of Marketcetera.
- Acceptance and Compensation.=20
- Marketcetera is under no obligation to accept any Contribution or inclu=
de any Contribution in any Project software or documentation.
- For any Contribution from You that Marketcetera accepts and, in its rea=
sonable discretion, decides is of material value to the Project (i.e. featu=
re contributions that significantly extend or improve the functionality of =
Project software as determined by Marketcetera), Marketcetera may, in its d=
iscretion, provide, as additional consideration for your Contribution (whic=
h additional consideration is not necessary to support the this Agreement o=
r Marketcetera=E2=80=99s rights under this Agreement), any one of the follo=
wing items:=20
- a Marketcetera branded shirt
- a US $50 donation to the Apache Foundation
- a tree dedicated to you through Friends of the Urban Forest (FUF) by Ma=
rketcetera Inc.
- Do not submit a Contribution if the consideration set forth in this Agr=
eement is not acceptable to you (because, by submitting a Contribution, You=
are irrevocably accepting the consideration provided under, and becoming b=
ound by, this Agreement). Instead contact Marketcetera at contributions at marketcetera.com wi=
th a complete description of the contribution you are prepared to make and =
a summary of the business terms on which the contribution could be made. Fr=
om time to time Marketcetera may offer extraordinary compensation for a Con=
tribution that provides extraordinary benefit to the Project.
- For a conclusive determination of whether your Contribution gives rise =
to such additional consideration You may contact the Project at: =
;contributions at marketcetera.com. YOU ACKNOWLE=
DGE AND AGREE THAT THE CONSIDERATION YOU RECEIVE PURSUANT TO THIS AGREEMENT=
(WHICH MAY OR MAY NOT INCLUDE ADDITIONAL CONSIDERATION UNDER THIS SECTION =
8) IS THE SOLE AND EXCLUSIVE CONSIDERATION YOU WILL EVER RECEIVE IN CONNECT=
ION WITH YOUR CONTRIBUTION AND YOUR OBLIGATIONS AND RESPONSIBILITIES UNDER =
THIS AGREEMENT.
- Future Claims.
At no time hereafter shall You dispute, contest, or aid or assist others i=
n disputing or contesting, either directly or indirectly, Marketcetera=E2=
=80=99s exclusive right, title, and interest in any and all Contributions, =
including (but not limited to) any and all copyright and other intellectual=
property rights therein claimed by Marketcetera.
- Miscellaneous.
This Agreement contains the entire agreement between the parties, and supe=
rsedes all prior or contemporaneous agreements or understanding, whether wr=
itten or oral, relating to its subject matter. The terms of this Agreement =
are binding contractual obligations and not mere guidelines or recitals. Th=
e =E2=80=9CLicense Summary=E2=80=9D made available in conjunction with this=
Agreement is provided for informational purposes only, and in the event of=
a conflict between the License Summary and the terms of this Agreement, th=
e terms of this Agreement shall prevail.This Agreement need not be signed b=
y You to be a valid and binding agreement between You and Marketcetera if a=
Contribution is made. This Agreement may be terminated by either party upo=
n written notice to the other party, provided that the terms of this Agreem=
ent shall remain in full force and effect with respect to any Contribution =
submitted prior to the termination date of this Agreement (as well as any a=
ssignment, license or right hereunder with respect thereto or with respect =
to any related Proprietary Right). This Agreement may be amended or modifie=
d only in writing executed by both parties. If any provision of this Agreem=
ent shall be deemed invalid or unenforceable, the validity and enforceabili=
ty of the remaining provisions of this Agreement shall not be affected and =
such provision shall be deemed modified only to the extent necessary to mak=
e such provision consistent with applicable law.This Agreement shall be gov=
erned by and interpreted in accordance with the laws of the State of Califo=
rnia, U.S.A. (without regard to its principles of conflicts of law).You agr=
ee that the terms and conditions of this Agreement are reasonable and neces=
sary for protection of Marketcetera=E2=80=99s interest in the Project and t=
he assigned Contributions, and that irreparable injury will result to Marke=
tcetera if You breach any term or condition herein. You agree that Marketce=
tera may take any necessary action to compel specific performance or enjoin=
any violation of this Agreement before any court of competent jurisdiction=
. Marketcetera, as used herein, shall mean Marketcetera Inc, as well as its=
successors and assigns.
Print=
and Sign