Arrow Air Contributor License Agreement
Thank you for your interest in contributing to software or other projects by Arrow Air (“Arrow” or “We” or “Us”).
The purpose of this Contributor License Agreement (“Agreement”) is to clarify and document the rights granted by Contributors to Us. To accomplish this, Arrow must have an Agreement on file that has been signed by each Contributor, indicating agreement to the license terms below.
If You have not already done so, please use the CLA Assistant or follow the instructions at https://www.arrowair.com/docs/contributing/cla. Please read this document carefully before signing and keep a copy for Your records.
You accept and agree to the following terms and conditions for Your existing and future Contributions submitted to Arrow. This license is for your protection as a Contributor as well as the protection of Arrow and its users. Except for the license granted herein to Arrow and recipients of software, products, or other materials distributed by Arrow or its affiliates, You reserve all right, title, and interest in and to Your Contributions; this Agreement does not change your rights to use your own Contributions for any other purpose.
- “Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Arrow for inclusion in, or documentation of, any of the products owned or managed by Arrow (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Arrow 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, Arrow 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.”
- “Contributor” or “You” or “Your” means the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with Arrow. If You are an employee and have created the Contribution as part of your employment, You also need to have Your employer sign this Agreement. 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.
- Licenses; Revocation.
- Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to Arrow, its affiliates, and to recipients of software distributed by Arrow or its affiliates, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicensable, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute Your Contributions and such derivative works.
- Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to Arrow, its affiliates, and to recipients of software distributed by Arrow or its affiliates, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicensable, 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.
- Revocation of Patent License. You reserve the right to revoke the patent license stated in Section 2.ii if We make any infringement claim that is targeted at your Contribution and not asserted for a Defensive Purpose. An assertion of claims of the Patents shall be considered for a “Defensive Purpose” if the claims are asserted against You or an entity that has filed, maintained, threatened, or voluntarily participated in a patent infringement lawsuit against Us or any of Our affiliates or licensees.
- You represent that you are legally entitled to grant the above licenses. If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to Arrow, or that your employer has executed a separate contribution license agreement with Arrow.
- You represent that each of Your Contributions is Your original creation (see Section 4 for submissions on behalf of others) and that, to the best of Your knowledge, Your Contributions do not infringe the intellectual property or other rights of any third-party. 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.
- You agree to notify Arrow of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
- Contributions on Behalf of Others. Should You wish to submit work that is not Your original creation, You may submit it to Arrow 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 marking the work as “Submitted on behalf of a third-party: [named here]”.
- Disclaimers. EXCEPT FOR AND WITHOUT LIMITING YOUR REPRESENTATIONS UNDER THIS AGREEMENT, (I) YOUR CONTRIBUTION IS PROVIDED “AS IS”, AND (II) ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, 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 AND EXTENT TO THE MINIMUM PERIOD AND EXTENT PERMITTED BY LAW.
- Contributors are not independent contractors or employees of, or partners, agents, or joint venturers with Arrow. You elect to submit Your Contribution to Arrow voluntarily and are not entitled to any remuneration or consideration from Arrow, unless otherwise expressly stated in a mutually-signed separate written agreement between You and Arrow.
- This Agreement will be governed and construed under the laws of the State of New York without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement will be brought in the federal or state courts, as applicable, in New York County (Manhattan), New York, and each party irrevocably submits to the jurisdiction and venue of such courts.
- This Agreement sets out the entire agreement between You and Us for Your Contributions to Us and overrides all other agreements or understandings.
- Arrow may assign this Agreement to: (i) any of its affiliates; or (ii) any entity in connection with a reorganization, merger, consolidation, acquisition, or other transaction involving all or substantially all of the voting securities or assets of Arrow. The Agreement will be binding upon, enforceable by and inure to the benefit of the parties and each of their successors and permitted assigns.
- In case of Your death, this agreement shall continue with Your heirs. In case of more than one heir, all heirs must exercise their rights through a commonly authorized person.
- 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 that 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.
Accepted and agreed to by Contributor or its authorized representative, as evidenced by their electronic acceptance of the Agreement or their signature below:
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(if signing on behalf of an entity)