# Contributor License Agreement

Thank you for your interest in contributing to the **CompreFace** (“Material”) by Exadel, Inc. ("We" or "Us"). The present Contributor License Agreement (“CLA”)  is for your protection as a Contributor as well as the protection of Us; it does not change your rights to use your own Contributions for any other purpose.  

You must agree to the terms of this CLA before making a Contribution to the Material. This CLA covers any and all Contributions that You, now or in the future, submit to the Material. This CLA shall come into effect upon Your acceptance of its terms and conditions.

## 1. Definitions
a. "You" means the individual Сopyright owner who Submits a Contribution to Us.

b. "Contribution" means source code and any other copyrightable materials Submitted by you to Us, including any associated comments and documentation. 

c. "Copyright" means all rights protecting works of authorship, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence.

d. "Material" means the software or documentation made available by Us to third parties. After You Submit the Contribution, it may be included in the Material.

e. "Submit" means any act by which a Contribution is transferred to Us by You by means of tangible or intangible media, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Us, but excluding any transfer that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

## 2. Grant of Copyright License

Subject to the terms and conditions of this CLA, You hereby grant to Us and to recipients of Material distributed by Us a perpetual, worldwide, non-exclusive, no-charge, 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 Us and to recipients of Material distributed by Us a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Material, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by a combination of Your Contribution(s) with the Material to which such Contribution(s) was submitted. 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 Material to which you have contributed, constitutes a direct or contributory patent infringement, then any patent licenses granted to that entity under this CLA for that Contribution or Material shall terminate as of the date such litigation is filed.

## 4. Other rights reserved

Each party reserves all rights not expressly granted in this CLA. No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are granted by implication, exhaustion, estoppel or otherwise.

## 5. Originality of Contributions

You represent that you are legally entitled to grant the above licenses. If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer or that your employer has waived such rights for your Contributions to Us. You represent that Your Contribution submissions include complete details of any third-party license or 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.

## 6. Notice to Us

You agree to notify Us of any facts or circumstances of which you become aware that would make the representations in this CLA inaccurate in any respect.

## 7. Disclaimer

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, You provide Your Contributions on "as is" basis. More particularly, all express or implied warranties including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, and non-infringement are expressly disclaimed by You to Us and by Us to You. To the extent that any such warranties cannot be disclaimed, such warranty is limited in duration and extent to the minimum period and extent permitted by applicable law.

## 8. Consequential Damage Waiver

To the maximum extent permitted by applicable law, in no event will You or We be liable for any loss of profits, loss of anticipated savings, loss of data, indirect, special, incidental, consequential and exemplary damages arising out of this CLA regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.


## 9. Information About Submissions

You agree that this Material and Contributions to it are public and that a record of the Contribution (including all personal information you submit with it) is maintained indefinitely and may be redistributed consistent with this Material, compliance with the open source license(s) involved, and maintenance of authorship attribution.

## 11. Miscellaneous

This CLA is the entire agreement between the parties and supersedes any and all prior agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. You acknowledge that We are not obligated to use your Contribution as part of the Material distributed by Us and may make the decision to include any Contribution as We believe is appropriate.
