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Horizen Contributor License Agreement

(Last reviewed as of September 29, 2019)

In order to clarify the intellectual property license granted with Contributions from any person or entity, this Contributor License Agreement (“CLA”) must be agreed to by each Contributor. This license is for Your protection as a Contributor as well as the protection of Zen Blockchain Foundation (“Horizen”) and its users; it does not change Your rights to use Your own Contributions for any other purpose.

This CLA allows either an individual or an entity (the "Corporation") to submit Contributions to Horizen, to authorize Contributions submitted by its employees or agents to Horizen (in the case of a Corporation), and to grant copyright and patent licenses thereto. You accept and agree to the following terms and conditions for Your present and future Contributions submitted to Horizen. Except for the license granted herein to Horizen and recipients of software distributed by Horizen, You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions. "You" (or "Your") shall mean you as an individual (if you are signing this CLA on your own behalf) or the Corporation (if the person signing this CLA is acting on behalf of the Corporation) that is making this CLA with Horizen. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor and this CLA shall apply to Contributions by all such entities. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. "Contribution" shall mean the code, documentation or other original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Horizen for inclusion in, or documentation of, any of the products owned or managed by Horizen (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Horizen 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, Horizen for the purpose of discussing and improving the Work, but excluding any communication 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 Horizen and to recipients of software distributed by or on behalf of Horizen 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 under the MIT license.

  3. Grant of Patent License. Subject to the terms and conditions of this CLA, You hereby grant to Horizen and to recipients of software distributed by or on behalf of Horizen 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 Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. If any person or entity institutes patent litigation against You or any other person or entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or indirect patent infringement, then any patent licenses granted to that person or entity under this CLA for that Contribution or Work shall terminate as of the date such litigation is filed.

  4. You represent that You have sufficient rights and are legally entitled to grant the above licenses with respect to each Contribution. If this CLA is being made on behalf of the Corporation, the individual agreeing to this CLA represents that he or she is authorized to do so on behalf of the Corporation to enter into this CLA, and the Corporation represents further that each employee or agent of the Corporation designated by it is authorized to submit Contributions on behalf of the Corporation. If You are making the Contribution as an individual, and if Your present or past employer(s) or other entities for whom you have performed work 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 such other entity, that Your employer or such other entity has waived such rights for Your Contributions to Horizen, or that Your employer or such other entity has executed a separate CLA with Horizen.

  5. You represent that each of Your Contributions is Your original creation (see section 8 for submissions that are not Your original creation).

  6. Based on the grant of the rights in sections 2 and 3, You acknowledge and agree that we may license Your Contributions under any license, including copyleft, permissive, commercial, or proprietary license.

  7. 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 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.

  8. Should You wish to submit work that is not Your original creation, You may submit it to Horizen, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware.

  9. You agree to notify Horizen of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.

  10. This CLA and any action related thereto will be governed by the laws of Delaware without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to this CLA will be a court of competent jurisdiction in Delaware, and both parties consent to the jurisdiction of such courts with respect to any such actions. If this CLA is modified or updated by Horizen, Horizen will notify You of such updates on Horizen’s GitHub portal or will notify You via Your registered email address or via Your GitHub account (if applicable). If You do not reject the update and send Your rejection to Horizen within five (5) business days after Horizen notifies You of the change to the CLA then You will be deemed to have accepted the changed terms to the CLA.

End of Horizen Contributor License Agreement