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taranjeet/CLA.md

Created July 26, 2024 01:59
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CLA.md

INDIVIDUAL CONTRIBUTOR LICENSE AGREEMENT

Thank you for your interest in making a Contribution to a project of Embedchain Inc, ("Embedchain" or "we"). In order to clarify the intellectual property license granted with Contributions from you, Embedchain must have an Individual Contributor License Agreement ("ICLA") on file that has been signed by you, a developer of software or other technology (either an individual or an entity), indicating agreement to the license terms below.

By electronically signing below, you are consenting to transact electronically and are entering into a binding contract, and you accept and agree to the following terms and conditions for your Contributions submitted to Embedchain's Mem0 project. BEFORE SIGNING AND/OR CLICKING A BUTTON TO E-SIGN OR ACCEPT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY TERMS OF USE PROVIDED THROUGH THE SIGNING PROCESS.

If you are not authorized as set forth above, do not complete the electronic signing process or contribute your code and instead have a person authorized to sign for and bind the copyright owner of the Contribution complete the acceptance process.

If the copyright owner or the person authorized by the copyright owner to enter into this Agreement is an entity (corporation, partnership or otherwise), the individual entering into this CLA must be authorized to sign for and bind such entity.

The rights that you grant to us under these terms are effective on the date you first submitted a Contribution to us, even if your submission took place before the date you agreed to these terms and conditions.

  1. Definitions.

"You" (or "your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this CLA with Embedchain. 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 original work of authorship, including any modifications or additions to an existing work that is intentionally submitted by you to Embedchain for inclusion in, or documentation of, any of the products owned or managed by Embedchain, including the Mem0 project (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Embedchain or its representatives, 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, Embedchain for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by you as "Not a Contribution."

  1. Grant of Copyright License. Subject to the terms and conditions of this CLA, you hereby grant to Embedchain and to recipients of software distributed by Embedchain a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works.

  2. Grant of Patent License. Subject to the terms and conditions of this CLA, you hereby grant to Embedchain and to recipients of software distributed by Embedchain a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) 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 Contribution(s) alone or by combination of your Contribution(s) with the Work to which such Contribution(s) was 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 shall terminate as of the date such litigation is filed.

  3. You represent and warrant that you are the exclusive owner of the copyright in the Contribution.

  4. You represent that each of your Contributions is your original creation (see Section 4 for submissions in which your employer has rights). 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.

  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 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.

  6. You agree to notify Embedchain of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

  7. The relationship of the parties under this Agreement is that of independent contractors, and neither party will have the right to act as the agent of the other party. This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflicts of laws principles. Any term of this Agreement may be amended or waived only with the written consent of Embedchain and Company. Any notice required or permitted to be given under this Agreement shall be delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, to the address of the other party first set forth above, or to such other address as a party may designate by written notice in accordance with this Section 8, (iii) by overnight courier, or (iv) by fax or e-mail with receipt confirmed or confirming copy mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. This Agreement may not be assigned without consent of the other party, except to a party's successor-in-interest to all or substantially all of the business or assets of the assigning party. Any assignment made in contravention of the above shall be void and of no effect. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the Agreement and the remainder of this Agreement shall be interpreted so as to best reflect the original intent of the parties. This Agreement constitutes the sole entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior negotiations and prior writings with respect to the subject matter within this Agreement.

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