RiverMuse, Inc. ("RiverMuse")
Contribution Agreement
Thank you for your interest in contributing to the RiverMuse development community. This Contribution Agreement clarifies the terms
under which you, the "Contributor", may contribute software code to RiverMuse's open source projects. Consistent with the practice
of many other open source communities, if you would like to make a contribution, RiverMuse requires that you assign the intellectual
property rights in your contribution to RiverMuse (with a license back to you to use it in any way you please).
To make a contribution, you must agree to this Contribution Agreement. It is not possible to contribute to the RiverMuse Core without
agreeing to be bound by this agreement, you will be asked to confirm your agreement each and every time you submit a contribution.
Please read this Contribution Agreement carefully before proceeding. You may download a copy of this document from the community
website at www.rivermuse.org.
The "Contribution" means all of Contributor's past, present and future contributions of object code, source code, documentation and
any other contribution Contributor makes to RiverMuse (however submitted to RiverMuse).
This Contribution Agreement is made and entered into by and between Contributor and RiverMuse. Any Contribution by Contributor
will be made under this Contribution Agreement.
1. Contributor assigns ownership of the Contribution to RiverMuse. In consideration for: (a) RiverMuse using commercially
reasonable efforts to acknowledge Contributor as a contributor on the applicable RiverMuse development community website, (b) the
potential use of the Contribution in a RiverMuse project, and (c) for the license back to Contributor set forth in Section 4 below,
Contributor hereby irrevocably and exclusively grants, assigns and transfers to RiverMuse, its successors, assigns and nominees, all
right, title and interest worldwide in and to the Contribution and all works of authorship and inventions embodied therein, including
without limitation all intellectual property rights, including, but not limited to, copyrights, patents, trademarks, trade secrets and moral
rights in the Contribution. Contributor agrees that this assignment may be submitted by RiverMuse to obtain patents, mask work
registrations, copyright registrations and otherwise to protect RiverMuse's ownership in the Contribution and any and all related
inventions and works of authorship in any country.
2. Contributor agrees to take further actions. Contributor shall take such reasonable actions as may be requested by RiverMuse, if
any, to perfect the assignment of the Contribution as stated herein, including, but not limited to signing any necessary documents. In
the event that RiverMuse is unable for any reason, after reasonable effort, to secure Contributor's signature on any document needed
in connection with the actions specified in this Section 2, Contributor hereby irrevocably designates and appoints RiverMuse and its
duly authorized officers and agents as Contributor's agents and attorneys-in-fact, to act for and on its behalf to execute, verify and file
any such documents and to do all other lawfully permitted acts to further the purposes of this Section 2 with the same legal force and
effect as if executed by Contributor.
3. Contributor agrees to waive its rights vis-à-vis RiverMuse. If Contributor has any rights to the Contribution that cannot be assigned
including, without limitation, any moral rights or the equivalent thereof, Contributor hereby unconditionally and irrevocably: (a) waives
enforcement worldwide of such rights against RiverMuse, its subsidiaries, and licensees and any of their officers, directors,
stockholders, agents and employees; (b) waives and quitclaims to RiverMuse any and all claims and causes of action of any kind against
RiverMuse, its subsidiaries, and its licensees (through multiple tiers), and any of their officers, directors, stockholders, agents and
employees, with respect to such rights, and agrees, at RiverMuse's request and expense, to consent to and join in any action to enforce
such rights; and (c) grants to RiverMuse during the term of such rights, an exclusive (even as to Contributor), irrevocable, perpetual,
worldwide, fully paid and royalty-free license, with rights to sublicense through multiple tiers of sublicensees, under and to all of such
rights to the Contribution. These rights are assignable by RiverMuse.
4. RiverMuse grants Contributor a license to use the Contribution. RiverMuse grants to Contributor a non-exclusive, perpetual,
irrevocable, worldwide, royalty free, transferable license to reproduce, prepare derivative works of, distribute (internally and
externally, in object code and, if included in the Contribution, source code form), make, use, sell, offer for sale, publicly perform and
publicly display the Contribution, with the right to sublicense all of these rights through multiple tiers of sublicensees. For the
avoidance of doubt, this license is limited to the Contributions in the form submitted by Contributor and does not include any rights to
RiverMuse products.
5. Contributor is able to grant RiverMuse these rights. Contributor represents and warrants that Contributor is legally entitled to
grant the above assignment and other rights granted above and that by assigning the Contribution to RiverMuse or granting such other
rights, Contributor is not violating any law, breaching any contract, or infringing upon the rights of any person or entity. Contributor
represents and warrants that: (a) the Contribution is Contributor's original work of authorship, and to Contributor's knowledge, no
other person claims, or has the right to claim, any right in any invention or patent related to the Contribution, (b) Contributor has not
made any registration of intellectual property rights in the Contribution, and (c) the Contribution does not incorporate and is not
derived from any third-party intellectual property (including any other computer code, libraries or other materials obtained from any
other source or any open source code). If Contributor's employer has rights to intellectual property that Contributor creates,
Contributor represents and warrants that Contributor has received permission to make the Contribution on behalf of that employer, or
that Contributor's employer has waived such rights for the Contribution. Contributor represents and warrants that the Contribution
shall be free of any: (i) viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code and (ii) software
disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the software without the
knowledge of RiverMuse.
6. RiverMuse has no obligation to use any Contribution. Contributor understands that the decision by RiverMuse to use or include
the Contribution in any source repository or product is entirely that of RiverMuse. Contributor further acknowledges that Contributor
shall not be entitled to any royalties, license fees or other payments of any type with respect to any use, distribution or other
exploitation of any type by RiverMuse of any Contribution.
7. General Terms. In the event that any of the provisions of this Contribution Agreement shall be held illegal or unenforceable by a
court of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary so that this
Contribution Agreement shall otherwise remain in full force and effect. This Contribution Agreement shall be governed by the laws of
the State of California and the United States without regard to conflicts of laws provisions thereof. Unless waived by RiverMuse in its
sole discretion, the jurisdiction and venue for any action arising out of or relating to the subject matter of this Contribution Agreement
shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the
personal jurisdiction of such courts. This Contribution Agreement supersedes all prior discussions and writings and constitutes the
entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this
Contribution Agreement shall be entitled to costs and attorneys' fees. No waiver or modification of this Contribution Agreement will be
binding upon either party unless made in writing and signed by a duly authorized representative of each party and no failure or delay in
enforcing any right will be deemed a waiver. RiverMuse may assign this Contribution Agreement to any party without the consent of
Contributor.