MAPD TECHNOLOGIES CONTRIBUTOR LICENSE AGREEMENT

This Contributor License Agreement (“Agreement”) is between the contributor specified below (“you”) and MapD Technologies, Inc. (“we” or “us”).  This Agreement applies to all Contributions (as defined below) submitted by you to an open source project owned or managed by us (each, a “Project”).    

Definitions. The terms “you” or “your” shall mean the copyright owner or the individual or legal entity authorized by the copyright owner that is granting the licenses under this Agreement. For legal entities, the term “you” includes any entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity.  “Contribution” means any work of authorship, including any source code, object code, patch, tool, sample, graphic, image, audio or audiovisual work, specification, manual, and documentation, and any modifications or additions to an existing work, submitted by you in connection with any product or other item developed, managed or maintained by a Project (collectively, such products and other items, “Work”). The term “submitted” means any form of electronic, verbal, or written communication sent to a Project or its representatives, including communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by or on behalf of a Project.  

Copyright License. You hereby grant to us and to recipients of products or other items distributed by a Project a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, transmit, sublicense, and distribute your Contributions and derivative works thereof.

Patent License. You hereby grant to us and to recipients of products or other items distributed by the Project a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable 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 the combination of your Contribution(s) with the Work to which such Contribution(s) was submitted. 

Authority.  You represent that you are legally entitled to grant the licenses specified above. If your employer or other entity that you are associated with has rights to intellectual property that you create which includes your Contributions, you represent that you have received authorization to make Contributions and grant the foregoing licenses on behalf of that employer or entity in accordance with this Agreement.  

Originality.  You represent that each of your Contributions is your original creation (see section 7 below for submissions on behalf of others). You represent that your Contributions include complete details of any third-party license or other restriction (including related patents and trademarks) of which you are personally aware and which are associated with any part of your Contributions.

No Warranty.  You are not expected to provide support for your Contributions. 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.

Submissions of Third Party Contributions.  Should you wish to submit work that is not your original creation, you may submit it to the Project Leads separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as “Submitted on behalf of a third-party: [named here].” 

Notification.  You will notify us of any facts or circumstances of which you become aware that would make the foregoing representations inaccurate in any respect or would call into question the grants of rights hereunder. 

Miscellaneous.  This Agreement is the exclusive agreement between the parties with respect to the subject matter hereof.  We may freely assign this Agreement.  This Agreement shall be governed by the laws of the state of California.

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