Ever Individual Contributor Assignment Agreement (CAA)

ever-caa-individual

# Ever Individual Contributor Assignment Agreement

Thank you for your interest in contributing to Ever ("We" or "Us").

This contributor agreement ("Agreement") documents the rights granted by contributors to Us. 
To make this document effective, please sign it and send it to Us by electronic submission,
following the instructions at https://ever.dev/caa. 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 who Submits a Contribution to Us.

"Contribution" means any work of authorship that is Submitted by You to Us in which You own
or assert ownership of the Copyright. If You do not own the Copyright in the entire work of
authorship, please follow the instructions in https://ever.dev/caa.

"Copyright" means all rights protecting works of authorship owned or controlled by You,
including copyright, moral and neighboring rights, as appropriate, for the full term of their
existence including any extensions by You.

"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, 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."

"Submission Date" means the date on which You Submit a Contribution to Us.

"Effective Date" means the date You execute this Agreement or the date You first Submit a
Contribution to Us, whichever is earlier.

"Media" means any portion of a Contribution which is not software.

2. Grant of Rights

2.1 Copyright Assignment

(a) At the time the Contribution is Submitted, You assign to Us all right, title, and interest worldwide
in all Copyright covering the Contribution; provided that this transfer is conditioned upon compliance
with Section 2.3.

(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by You to Us, You grant to
Us a perpetual, worldwide, exclusive, royalty-free, transferable, irrevocable license under such nonassigned
rights, with rights to sublicense through multiple tiers of sublicensees, to practice such nonassigned rights,
including, but not limited to, the right to reproduce, modify, display, perform and
distribute the Contribution; provided that this license is conditioned upon compliance with Section
2.3.

(c) To the extent that any of the rights in Section 2.1(a) can neither be assigned nor licensed by You to
Us, You irrevocably waive and agree never to assert such rights against Us, any of our successors in
interest, or any of our licensees, either direct or indirect; provided that this agreement not to assert is
conditioned upon compliance with Section 2.3.

(d) Upon such transfer of rights to Us, to the maximum extent possible, We immediately grant to You
a perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable license under such rights
covering the Contribution, with rights to sublicense through multiple tiers of sublicensees, to
reproduce, modify, display, perform, and distribute the Contribution. The intention of the parties is
that this license will be as broad as possible and to provide You with rights as similar as possible to
the owner of the rights that You transferred. This license back is limited to the Contribution and does
not provide any rights to the Material.

2.2 Patent License

For patent claims including, without limitation, method, process, and apparatus claims which You
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 and the Contribution in combination with the Material (and
portions of such combination). This license is granted only to the extent that the exercise of the
licensed rights infringes such patent claims; and provided that this license is conditioned upon
compliance with Section 2.3.

2.3 Outbound 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. As a condition on the exercise of this right, We agree to also license the
Contribution under the terms of the license or licenses which We are using for the Material on the
Submission Date.

In addition, We may use the following licenses for Media in the Contribution: GNU Free
Documentation License v1.1, GNU Free Documentation License v1.2, GNU Free Documentation
License v1.3, Creative Commons Attribution 1.0, Creative Commons Attribution 2.0, Creative
Commons Attribution 2.5, Creative Commons Attribution 3.0, Creative Commons Attribution No
Derivatives 1.0, Creative Commons Attribution No Derivatives 2.0, Creative Commons Attribution
No Derivatives 2.5, Creative Commons Attribution No Derivatives 3.0, Creative Commons
Attribution Non Commercial 1.0, Creative Commons Attribution Non Commercial 2.0, Creative
Commons Attribution Non Commercial 2.5, Creative Commons Attribution Non Commercial 3.0,
Creative Commons Attribution Non Commercial No Derivatives 1.0, Creative Commons Attribution
Non Commercial No Derivatives 2.0, Creative Commons Attribution Non Commercial No Derivatives
2.5, Creative Commons Attribution Non Commercial No Derivatives 3.0, Creative Commons
Attribution Non Commercial Share Alike 1.0, Creative Commons Attribution Non Commercial Share
Alike 2.0, Creative Commons Attribution Non Commercial Share Alike 2.5, Creative Commons
Attribution Non Commercial Share Alike 3.0, Creative Commons Attribution Share Alike 1.0,
Creative Commons Attribution Share Alike 2.0, Creative Commons Attribution Share Alike 2.5,
Creative Commons Attribution Share Alike 3.0, or Creative Commons Zero v1.0 Universal (including
any right to adopt any future version of a license if permitted).

2.4 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.

2.5 Our Rights. 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.

2.6 Reservation of Rights. Any rights not expressly assigned or licensed under this section are
expressly reserved by You.

3. Agreement

You confirm that:

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

(b) You own the Copyright and patent claims covering the Contribution which are required to grant
the rights under Section 2.

(c) The grant of rights under Section 2 does not violate any grant of rights which You have made to
third parties, including Your employer. If You are an employee, You have had Your employer approve
this Agreement or sign the Entity version of this document. If You are less than eighteen years old,
please have Your parents or guardian sign the Agreement.

(d) You have followed the instructions in https://ever.dev/caa, if You do not own the Copyright in the
entire work of authorship Submitted.

4. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS
PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY
DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY SUCH
WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION
TO THE MINIMUM PERIOD PERMITTED BY LAW.

5. Consequential Damage Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
YOU OR US BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS,
LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY
DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR
EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS
BASED.

6. Miscellaneous

6.1 This Agreement will be governed by and construed in accordance with the laws of Israel
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.

6.2 This Agreement sets out the entire agreement between You and Us for Your Contributions to Us
and overrides all other agreements or understandings.

6.3 If You or We 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.

6.4 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. A waiver of performance under a provision in one situation shall not be considered a
waiver of the performance of the provision in the future or a waiver of the provision in its entirety.

6.5 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.

Harmony (HA-CAA-I-ANY) Version 1.0
http://www.harmonyagreements.org

Us
Ever Co. LTD
Name: Ruslan Konviser
Title: CEO
Address: HaAtsmaut 38/3, Ashdod 77452, Israel

Last Updated: 29 May 2019