CLA for haystack

haystack_cla.txt

# Contributor License Agreement
Thank you for your interest in making a Contribution to a project of Deepset GmbH, a German company having its registered office at Hermannstraße 168, 12051 Berlin, Germany (**Deepset** or **we**).

In order to clarify the intellectual property license granted with Contributions from any natural person or legal entity, Deepset must have a Contributor License Agreement (**CLA**) on file. The CLA is agreed between each Contributor and Deepset, indicating agreement to the license terms below. This license **is for your protection as a Contributor** (by a disclaimer of liability and aclause designed to protect you in case of a patent dispute) as well as the protection of Deepset and its users; **it does not change your rights to use your own Contributions** for any other purpose.

You accept and agree to the following terms and conditions for your past, present and future Contributions submitted to Deepset.
## Definitions:
**You** (or **Your**) shall mean the natural person or legal entity entering into this CLA with Deepset. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

**Contribution** shall mean any software/computer program (or any other literary work), database, or any other work of authorship, including any modifications or additions to an existing work that is intentionally submitted by You to Deepset for inclusion in, or documentation of, any of the software and/or products owned or managed by Deepset (the **Work**). For the purpose of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Deepset or its representatives in the past, present and/or in the future, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Deepset for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing (email suffices) by You as "Not a Contribution". Any submissions made by You prior to the conclusion of this CLA may be excluded as Contribution by submitting a list of the excluded Contributions in text form (email suffices) when concluding this CLA for the first time. The list must be designated as "Excluded prior Contributions".
## Grant of Copyright License
1. You hereby grant to Deepset and anyone a non-exclusive, perpetual, worldwide, sub-licensable, no charge, royalty-free, irrevocable and unlimited right to use and exploit your Contributions regarding any copyrights and/or similar rights closely related to copyright. The rights granted include the right to exploit the Contributions in tangible or intangible form and any other way now known or in the future developed, in particular to reproduce the Contributions in their original or modified form, copy, revise/edit, decompile, prepare derivative works of, publicly display, publicly perform, and publicly reproduce, exhibit, publicize, publish, disseminate, make publicly available, lease, market, distribute, exploit them in Germany or abroad (including use or other exploitation via the Internet and in mobile apps), combine the Contributions with or add the Contributions to other works. Deepset hereby accepts such grant of rights.
## Grant of Patent License
2. You hereby grant to Deepset and to the recipients of the Work distributed by Deepset a non-exclusive, perpetual, worldwide, sub-licensable, no charge, royalty-free, irrevocable and unlimited right (patent license) to make, have made, use, offer to sell, sell, import and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by your Contributions alone or by combination of your Contributions with the Work to which such Contributions were submitted. If any natural person or legal 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 shall terminate as of the date such litigation is filed.
## Representation
3. You represent that You are legally entitled and have the full capacity to grant the copyright and related rights and the patent rights relating to Your Contributions to the extent and scope as described in clause 1. and 2. above.
<ol type="a">
  <li>If You have concluded this CLA as a natural person You represent the following: (i) each of your Contributions is your original creation, (ii) for Contributions relating to work done for Your employer, You represent that You have received permission to make Contributions on behalf of Your employer, or that Your employer has waived such rights for Your Contributions to Deepset and that you are fully entitled to grant the above rights.</li>
  <li>If You have concluded this CLA as a legal entity You represent the following: (i) You have obtained all rights to grant the rights according to clause 1. and 2. above from your employees and/or any other person (e.g. freelancers, third-parties) involved in the creation of the Contributions, (ii) the persons involved in the creation of the Contributions have been compensated by You for the grant of rights in accordance with applicable law.</li>
</ol>

4. You represent that your Contribution submissions are not subject to any rights of third parties. If this is not the case, you represent that you 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 in text form on a durable medium that is suitable for reproducing (e.g. description of a pull request submitted in a version control systems such as GitHub).
## Disclaimer
5. 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 this CLA or separately in writing, you provide your Contributions on an **AS IS** basis, without warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose.
## Miscellaneous
6. You agree to notify Deepset of any facts or circumstances of which you become aware that would make the representations in clause 3. and 4. inaccurate in any respect. 7. Any amendment of the provisions of this CLA requires written form. This shall also apply to the amendment of this clause.

8. If any of the provisions of this CLA should be or become invalid or unenforceable in whole or in part for whatever reason, including a violation of any laws applicable to it, the validity of the other provisions hereof is not affected. In that case the invalid or unenforceable provision is deemed to be replaced by such valid and enforceable provision or arrangement that corresponds as closely as possible to the invalid or unenforceable provision and to the Parties' economic aims pursued by and reflected in this CLA. The same shall apply to any unintentional regulatory gaps.

9. This CLA shall be governed and construed in accordance with the laws of the Federal Republic of Germany (without giving effect to conflict of law principles and/or the United Nations Convention on Contracts for the International Sale of Goods) as to all matters, including matters of validity, construction, effect, performance and remedies.

10. Any disputes arising out of or in connection with this CLA, including disputes on its conclusion, binding effects, amendment and termination, shall be dealt with exclusively by the competent court in Berlin, Germany, if legally possible.

metadata

{
    "name": {
        "title": "Full Name",
        "type": "string",
        "githubKey": "name"
    },
    "email": {
        "title": "E-Mail",
        "type": "string",
        "githubKey": "email",
        "required": true
    }
}