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Contributor License Agreement (CLA)

Effective Date: 1/17/2025

Project Name: codegen

Project Owner/Organization: Codegen, Inc.

  1. Definitions

    1. “You” or “Contributor” means the individual or entity (and its Affiliates) that Submits a Contribution.
    2. “Contribution” means any work of authorship (including any modifications or additions) that is intentionally Submitted by You for inclusion in the Project, in any form (including but not limited to source code, documentation, or other materials).
    3. “Submit” or “Submitted” means any act of transferring a Contribution to Codegen, Inc. via pull request, email, or any other method of communication for the purpose of inclusion in the Project.

  2. Grant of Copyright License

    Subject to the terms and conditions of this CLA, You hereby grant to Codegen, Inc. and to recipients of software distributed by Codegen, Inc.:

    • A perpetual, worldwide, non-exclusive, 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 CLA, You hereby grant to Codegen, Inc. and to recipients of software distributed by Codegen, Inc. a perpetual, worldwide, non-exclusive, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contribution, 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 Contribution with the Project to which You Submitted it.

    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 Project to which You have contributed, directly or indirectly infringes any patent, then any patent licenses granted to that entity under this CLA for that Contribution or Project shall terminate as of the date such litigation is filed.

  4. Representations and Warranties

    1. Original Work. You represent that each of Your Contributions is an original work of authorship and that You have the necessary rights to grant the licenses under this CLA.
    2. Third-Party Rights. If Your employer(s) or any third party has rights to intellectual property that You create, You represent that You have received permission to make Contributions on behalf of that employer or third party (or that such employer or third party has waived those rights for Your Contributions).
    3. No Other Agreements. You represent that You are not aware of any other agreement or obligation that is inconsistent with the rights granted under this CLA.

  5. Disclaimer of Warranty

    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.

  6. Limitation of Liability

    IN NO EVENT SHALL CODEGEN, INC. OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  7. Subsequent Contributions and Updates

    You agree that all current and future Contributions to the Project Submitted by You shall be subject to the terms of this CLA. Codegen, Inc. may publish updates to this CLA from time to time; in such case, You may need to agree to new terms before any subsequent Contributions.

  8. License Modification Rights

    You agree that Codegen, Inc. may change the license(s) applicable to the open source project(s) to which Your Contributions relate at Codegen, Inc.’s sole discretion, including without limitation by re-licensing the project(s) and Your Contributions under any other open source or “free” software license, or a commercial or proprietary license of Codegen, Inc.’s choosing.

  9. Governing Law

    This CLA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions.

  10. Signature / Electronic Consent

    By signing or otherwise indicating Your acceptance of this CLA, You acknowledge that You have read and agree to be bound by its terms. If You are signing on behalf of an entity, You represent and warrant that You have the authority to do so.