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Contributor Agreement

Thank you for your interest in contributing to software projects managed by Vercel Inc. (“We” or “Us”). In order for you (as defined below) to make intellectual property Contributions (as defined below) now or in the future to our projects, you must agree to this Contributor License Agreement (“Agreement”). You accept and agree to the following terms and conditions for your past, present and future Contributions submitted to us. “Effective Date” means the date you execute this Agreement or the date you first submit (as defined below) a Contribution to us, whichever is earlier.

To make this document effective, please complete your details, sign it, and send it to us by email to cla@vercel.com. This is a legally binding document, so please read it carefully before agreeing to it. The Agreement may cover more than one software project managed by us.

  1. Definitions

    “You” means the individual natural person entering into this Agreement on behalf of himself/herself or any Legal Entity on behalf of whom a Contribution has been received by us. “Legal Entity” means an entity which is not a natural person. “Affiliates” means other Legal Entities that control, are controlled by, or under common control with that Legal Entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity. “Contribution” means any past, present or future work of authorship that is Submitted by you to us.

    “Copyright” means all rights protecting works of authorship, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions.

    “Material” means the work of authorship which is made available by us to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After you Submit the Contribution, it may be included in the Material.

    “Submit” means any form of electronic, verbal, or written communication sent to us or our representatives, including but not limited to electronic mailing lists, repositories, source code control systems, and issue tracking systems that are managed by, or on behalf of, us for the purpose of discussing and improving the Material, but excluding communication that is conspicuously marked or otherwise designated in writing by you as “Not a Contribution.”

  2. Assignments and Licenses

    1. Copyright Assignment

      You hereby assign and agree to assign to us all Copyrights in and to the Contribution.

    2. Patent License

      For patent claims including, without limitation, method, process, and apparatus claims which you or your Affiliates own, control or have the right to grant, now or in the future, you grant to us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution alone or by combination of your Contribution with the Material, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Contribution. Any rights not expressly assigned or licensed under this section are expressly reserved by you.

    3. Outbound and Grantback License

      Based on the grant of rights in Sections 2.1 and 2.2, if we include your Contribution in a Material, we may license the Contribution under any license, including copyleft, permissive, commercial, or proprietary licenses. You acknowledge that we are not obligated to use your Contribution as part of the Material and may decide to include any Contribution we consider appropriate. We grant you a license to your Contributions under the terms of the http://www.apache.org/licenses/LICENSE-2.0.

    4. Moral Rights

      If moral rights apply to the Contribution, to the maximum extent permitted by law, you waive and agree not to assert such moral rights against us or our successors in interest, or any of our licensees, either direct or indirect.

  3. Additional Terms

    You represent, confirm and agree that:

    (a) You have the legal authority to enter into this Agreement.

    If you are entering into this Agreement on behalf of yourself as an individual natural person, 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, that your employer has waived such rights for your Contributions to us, or that your employer has executed a separate Contributor Agreement with us.

    If you are a Legal Entity entering into this Agreement on behalf of such Legal Entity, you represent further that each employee of your Legal Entity is authorized to submit Contributions on behalf of your Legal Entity.

    (b) Each of your Contributions is your original creation. 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.

    (c) The assignment and grant of rights under Section 2 does not violate any grant of rights which you or your Affiliates have made to third parties.

    (d) The assignment and grant of rights is in consideration for the potential inclusion of your Contributions in the Materials and the license granted back to you in Section 2.3.

  1. Disclaimer

    You are not expected to provide support for your Contributions, except to the extent you desire to provide support. EXCEPT AS SET FORTH IN SECTION 3, THE CONTRIBUTION IS PROVIDED "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  2. Miscellaneous

    This Agreement will be governed by and construed in accordance with the laws of California excluding its conflicts of law provisions. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods (“UN Convention”) and the parties intend to avoid the application of the UN Convention to this Agreement and, thus, exclude the application of the UN Convention in its entirety to this Agreement. This Agreement sets out the entire agreement between you and us for your Contributions to us and overrides all other agreements or understandings. If you assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement. The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.

ACCEPTED AND AGREED: