Mercari Contributor License Agreement - Mercari: Your Marketplace

Mercari Contributor License Agreement

Thank You (defined in Section 1.2 below) for Your interest in open source projects of Mercari, Inc. and its affiliates (collectively, "Mercari"). In order to clarify the intellectual property license granted with Contributions from any person or entity, Mercari must have a Contributor License Agreement ("CLA") on file that has been agreed to by each contributor, indicating agreement to the license terms below. This license is for Your protection as a contributor as well as for the protection of Mercari and its users; it does not change Your rights to use Your own Contributions for any other purpose.

This CLA allows a person or entity to submit Contributions to Mercari, to authorize Contributions submitted by an entity's employees to Mercari, and to grant copyright and patent license thereto.

Please read this document carefully before submitting Your Contribution to Mercari. Under any circumstances, by submitting Your Contribution, You are deemed to have accepted and agreed to be bound by the terms and conditions of the CLA.

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to Mercari. Except for the license granted herein to Mercari and recipients of software distributed or otherwise made available by Mercari, You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions
    1. "Contribution" means any original work of authorship (including software, documentation or other material), including any modifications or additions to an existing work, that is intentionally submitted by You to Mercari for inclusion in, or documentation of, any of the products or projects owned, managed, or maintained by Mercari (the "Work"). Under this CLA, a Contribution may be submitted by any form of electronic, verbal, or written communication sent to Mercari or its representatives, including without limitation on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Mercari for the purpose of discussing and improving the Work. Such communications that are conspicuously marked or otherwise designated in writing by You as "Not a Contribution" will not be considered to be a Contribution.
    2. "You" (or "Your") means the copyright owner, or legal entity authorized by the copyright owner, that is making this CLA with Mercari. For legal entities, "You" (or "Your") includes the entity making a Contribution, or on behalf of which the Contribution is made, and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, (b) ownership of fifty percent (50%) or more of the outstanding shares, or (c) beneficial ownership of such entity.
  2. Grant of Copyright License.
    Subject to the terms and conditions of this CLA, You hereby grant to Mercari and to recipients of software distributed or otherwise made available by Mercari under Your copyright, a worldwide, non-exclusive, perpetual, irrevocable, no-charge, royalty-free copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute and otherwise make available Your Contributions and such derivative works.
  3. Grant of Patent License and Defensive Termination.
    Subject to the terms and conditions of this CLA, You hereby grant to Mercari and to recipients of software distributed or otherwise made available by Mercari under Your patent rights, an irrevocable (except as stated in this Section 3), no-charge, royalty-free, non-exclusive, worldwide right and license to use, make, have made, sell, offer for sale, import, and otherwise exploit 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 combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this CLA for that Contribution or Work will terminate as of the date such litigation is filed.
  4. Representations.
    1. You represent that You are legally entitled to grant the above license and enter into this CLA, whether on behalf of Yourself (if You are an individual person) or on behalf of the entity that You represent (if You are an entity). If You are an individual and Your employer(s) has rights to intellectual property that You create that includes Your Contributions, You represent that (a) You have received permission to make Contributions on behalf of that employer, or (b) Your employer has waived such rights in and to Your Contributions to Mercari.
    2. You represent that each of Your Contributions is Your original creation (see Section 6 for submissions on behalf of others). You represent that submissions of Your Contribution 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 or Your Contributions.
  5. Disclaimer.
    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 any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
  6. Third Party Contributions.
    If You wish to submit work that is not Your original creation, You may submit it to Mercari separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware, and conspicuously making the work as “Submitted on behalf of a third-party: [named here]”.
  7. Notice.
    It is Your responsibility to notify Mercari of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
  8. Governing law and Jurisdiction.
    You agree that the CLA will be governed by and construed in accordance with the laws of Japan without reference to principles of conflict of laws; and the Tokyo District Court of Japan will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning the CLA.

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