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| 1 | +SuiteSparse Individual Contributor License Agreement |
| 2 | + |
| 3 | +Thank you for your interest in contributing to SuiteSparse ("We" or "Us"). |
| 4 | + |
| 5 | +This contributor agreement ("Agreement") documents the rights granted by |
| 6 | +contributors to Us. To make this document effective, please sign it and send it |
| 7 | +to Us by electronic submission. This is a legally binding document, so please |
| 8 | +read it carefully before agreeing to it. The Agreement may cover more than one |
| 9 | +software project managed by Us. |
| 10 | + |
| 11 | +1. Definitions |
| 12 | + |
| 13 | + "You" means the individual who Submits a Contribution to Us. |
| 14 | + |
| 15 | + "Contribution" means any work of authorship that is Submitted by You to Us |
| 16 | + in which You own or assert ownership of the Copyright. |
| 17 | + |
| 18 | + "Copyright" means all rights protecting works of authorship owned or |
| 19 | + controlled by You, including copyright, moral and neighboring rights, as |
| 20 | + appropriate, for the full term of their existence including any extensions |
| 21 | + by You. |
| 22 | + |
| 23 | + "Material" means the work of authorship which is made available by Us to |
| 24 | + third parties. When this Agreement covers more than one software project, |
| 25 | + the Material means the work of authorship to which the Contribution was |
| 26 | + Submitted. After You Submit the Contribution, it may be included in the |
| 27 | + Material. |
| 28 | + |
| 29 | + "Submit" means any form of electronic, verbal, or written communication |
| 30 | + sent to Us or our representatives, including but not limited to electronic |
| 31 | + mailing lists, source code control systems, and issue tracking systems that |
| 32 | + are managed by, or on behalf of, Us for the purpose of discussing and |
| 33 | + improving the Material, but excluding communication that is conspicuously |
| 34 | + marked or otherwise designated in writing by You as "Not a Contribution." |
| 35 | + |
| 36 | + "Submission Date" means the date on which You Submit a Contribution to Us. |
| 37 | + |
| 38 | + "Effective Date" means the date You execute this Agreement or the date You |
| 39 | + first Submit a Contribution to Us, whichever is earlier. |
| 40 | + |
| 41 | +2. Grant of Rights |
| 42 | + |
| 43 | + 2.1 Copyright License |
| 44 | + |
| 45 | + (a) You retain ownership of the Copyright in Your Contribution and have |
| 46 | + the same rights to use or license the Contribution which You would have |
| 47 | + had without entering into the Agreement. |
| 48 | + |
| 49 | + (b) To the maximum extent permitted by the relevant law, You grant to |
| 50 | + Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, |
| 51 | + irrevocable license under the Copyright covering the Contribution, with |
| 52 | + the right to sublicense such rights through multiple tiers of |
| 53 | + sublicensees, to reproduce, modify, display, perform and distribute the |
| 54 | + Contribution as part of the Material; provided that this license is |
| 55 | + conditioned upon compliance with Section 2.3. |
| 56 | + |
| 57 | + 2.2 Patent License |
| 58 | + |
| 59 | + For patent claims including, without limitation, method, process, and |
| 60 | + apparatus claims which You own, control or have the right to grant, now |
| 61 | + or in the future, You grant to Us a perpetual, worldwide, |
| 62 | + non-exclusive, transferable, royalty-free, irrevocable patent license, |
| 63 | + with the right to sublicense these rights to multiple tiers of |
| 64 | + sublicensees, to make, have made, use, sell, offer for sale, import and |
| 65 | + otherwise transfer the Contribution and the Contribution in combination |
| 66 | + with the Material (and portions of such combination). This license is |
| 67 | + granted only to the extent that the exercise of the licensed rights |
| 68 | + infringes such patent claims; and provided that this license is |
| 69 | + conditioned upon compliance with Section 2.3. |
| 70 | + |
| 71 | + 2.3 Outbound License |
| 72 | + |
| 73 | + Based on the grant of rights in Sections 2.1 and 2.2, if We include |
| 74 | + Your Contribution in a Material, We may license the Contribution under |
| 75 | + any license, including copyleft, permissive, commercial, or proprietary |
| 76 | + licenses. |
| 77 | + |
| 78 | + 2.4 Moral Rights. |
| 79 | + |
| 80 | + If moral rights apply to the Contribution, to the maximum extent |
| 81 | + permitted by law, You waive and agree not to assert such moral rights |
| 82 | + against Us or our successors in interest, or any of our licensees, |
| 83 | + either direct or indirect. |
| 84 | + |
| 85 | + 2.5 Our Rights. |
| 86 | + |
| 87 | + You acknowledge that We are not obligated to use Your Contribution as |
| 88 | + part of the Material and may decide to include any Contribution We |
| 89 | + consider appropriate. |
| 90 | + |
| 91 | + 2.6 Reservation of Rights. |
| 92 | + |
| 93 | + Any rights not expressly licensed under this section are expressly |
| 94 | + reserved by You. |
| 95 | + |
| 96 | +3. Agreement |
| 97 | + |
| 98 | + You confirm that: |
| 99 | + |
| 100 | + (a) You have the legal authority to enter into this Agreement. |
| 101 | + |
| 102 | + (b) You own the Copyright and patent claims covering the Contribution which |
| 103 | + are required to grant the rights under Section 2. |
| 104 | + |
| 105 | + (c) The grant of rights under Section 2 does not violate any grant of |
| 106 | + rights which You have made to third parties, including Your employer. If |
| 107 | + You are an employee, You have had Your employer approve this Agreement or |
| 108 | + sign the Entity version of this document. If You are less than eighteen |
| 109 | + years old, please have Your parents or guardian sign the Agreement. |
| 110 | + |
| 111 | +4. Disclaimer |
| 112 | + |
| 113 | + EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS |
| 114 | + PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES |
| 115 | + INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, |
| 116 | + FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY |
| 117 | + DISCLAIMED BY YOU TO US. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE |
| 118 | + DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD |
| 119 | + PERMITTED BY LAW. |
| 120 | + |
| 121 | +5. Consequential Damage Waiver |
| 122 | + |
| 123 | + TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU BE |
| 124 | + LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, |
| 125 | + INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING |
| 126 | + OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY |
| 127 | + (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. |
| 128 | + |
| 129 | +6. Miscellaneous |
| 130 | + |
| 131 | + 6.1 This Agreement will be governed by and construed in accordance with the |
| 132 | + laws of the State of Texas excluding its conflicts of law provisions. Under |
| 133 | + certain circumstances, the governing law in this section might be |
| 134 | + superseded by the United Nations Convention on Contracts for the |
| 135 | + International Sale of Goods ("UN Convention") and the parties intend to |
| 136 | + avoid the application of the UN Convention to this Agreement and, thus, |
| 137 | + exclude the application of the UN Convention in its entirety to this |
| 138 | + Agreement. |
| 139 | + |
| 140 | + 6.2 This Agreement sets out the entire agreement between You and Us for |
| 141 | + Your Contributions to Us and overrides all other agreements or |
| 142 | + understandings. |
| 143 | + |
| 144 | + 6.3 If You or We assign the rights or obligations received through this |
| 145 | + Agreement to a third party, as a condition of the assignment, that third |
| 146 | + party must agree in writing to abide by all the rights and obligations in |
| 147 | + the Agreement. |
| 148 | + |
| 149 | + 6.4 The failure of either party to require performance by the other party |
| 150 | + of any provision of this Agreement in one situation shall not affect the |
| 151 | + right of a party to require such performance at any time in the future. A |
| 152 | + waiver of performance under a provision in one situation shall not be |
| 153 | + considered a waiver of the performance of the provision in the future or a |
| 154 | + waiver of the provision in its entirety. |
| 155 | + |
| 156 | + 6.5 If any provision of this Agreement is found void and unenforceable, |
| 157 | + such provision will be replaced to the extent possible with a provision |
| 158 | + that comes closest to the meaning of the original provision and which is |
| 159 | + enforceable. The terms and conditions set forth in this Agreement shall |
| 160 | + apply notwithstanding any failure of essential purpose of this Agreement or |
| 161 | + any limited remedy to the maximum extent possible under law. |
| 162 | + |
| 163 | +Us |
| 164 | +Timothy A. Davis, and all SuiteSparse co-authors (varies according to |
| 165 | +the SuiteSparse package) |
| 166 | + |
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