This Contributor License Agreement ("Agreement") records the rights you grant to EBP US Inc. ("EBP") for Contributions to covered projects. It is adapted from the Cloud Security Alliance CLA-Ledger.
"Covered project" means any public repository in the github.com Conveyal
organization (conveyal), including future additions.
"You" means the individual natural person who submits a Contribution and enters this Agreement. "Contribution" means any original work of authorship, including modifications or additions, intentionally submitted for inclusion in a covered Conveyal project. This includes source code, documentation, data, schemas, tests, and configuration. "Submitted" means any form of electronic, verbal, or written communication sent to EBP or its representatives, including communication on mailing lists, source control systems, and issue tracking systems of covered projects, but excluding communication conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
You grant EBP a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable license under copyright, database rights, sui generis database rights, and other intellectual-property rights You own, control, or are authorized to license in Your Contribution (other than patents and trademarks, which are addressed separately or not at all) to reproduce, prepare derivative works of, publicly display, publicly perform, extract, re-utilize, sublicense, and distribute the Contribution and derivative works.
EBP may exercise these rights itself or sublicense them to others, including under the license applicable to the covered project. You retain all rights not expressly granted here and may use, publish, or relicense your own Contribution elsewhere.
To the fullest extent permitted under applicable law, You waive, and agree not to assert, any "moral rights" (including rights of attribution and integrity) in Your Contributions against EBP, its sublicensees, or recipients of covered projects. Where and to the extent such a waiver is not permitted by applicable law, You consent to EBP's use, modification, publication, and distribution of Your Contributions with or without attribution.
You grant EBP a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license, which EBP may sublicense to recipients of the covered project, to make, have made, use, offer to sell, sell, import, and otherwise transfer the covered project, but only for patent claims licensable by You that are necessarily infringed by Your Contribution alone or in combination with the project. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim) alleging that Your Contribution or the covered project infringes a patent, any patent licenses granted to that entity under this Agreement for that Contribution or project terminate as of the date the litigation is filed.
You represent that You are legally entitled to grant these rights, that Your Contribution is Your original creation or is clearly identified as submitted on behalf of a third party with its license terms, and that You have disclosed known third-party restrictions. If an employer or other organization owns the Contribution, You represent that You have its authorization to make the Contribution and grant these rights.
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.
You agree to notify EBP of facts that would make these representations inaccurate.
You offer to enter this Agreement by opening a signature pull request against
the central conveyal/CLA-Ledger repository that adds a record under
signatures/ from the GitHub account named in that record. The Agreement
becomes effective only when authorized Conveyal maintainers accept the offer
on behalf of EBP by merging the record. Before then, You may withdraw the offer
by closing the pull request, and EBP may decline it at its discretion.
You represent that You are the individual who controls the GitHub account that opens the signature pull request, that the login and numeric identifier in the record are those of that account, and that You are of legal age to form a binding contract. The GitHub numeric account ID is the identity of record; the signature and grant survive account renaming, transfer, or deletion.
This Agreement covers present and future Contributions to all covered projects. One accepted signature per Agreement version covers all covered projects; no separate repository signatures are required. Workflow and refresh enrollment do not limit coverage.
This Agreement does not cover unrelated EBP projects outside that organization. It is forward-looking and does not re-bind historical contributions. Material changes receive a new version and require a new record for future Contributions; prior records and grants remain effective under their signed version.
This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, excluding its conflict-of-law provisions. The parties consent to the exclusive jurisdiction and venue of the state courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts for any dispute arising out of or relating to this Agreement.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Nothing in this Agreement supersedes, limits, or diminishes any right EBP already holds by operation of law or under any employment agreement, contractor agreement, or other written agreement, including without limitation EBP's ownership of works made for hire. This Agreement supplements, and does not replace, such rights.