Thank you for your interest in HyperPlay. In order to clarify the intellectual property license granted with Contributions (as defined below) from any person or entity, HyperPlay must have a Contributor License Agreement (the “CLA”) on file that has been signed by each contributor indicating agreement to the HyperPlay license terms below.
This CLA is entered into as of the last date of execution below (the “Effective Date”) by and between the individual set forth in the signature block (“You” or “Your”), and HyperPlay Labs Inc. (“HyperPlay”) (each referred to as a “Party”, or collectively as the “Parties”). As used in this CLA, “You” also includes Your owners, parents, subsidiaries, affiliates, officers, members, directors, agents, attorneys and counsel, employees, successors, assigns, and any person or legal entity under common control of or with You. For legal entities, the entity making Contributions (as defined below) and all other entities that control, are controlled by, or are under common control with that entity, are considered to be a single contributor.
You accept and agree to the following terms and conditions for Your past, present and future Contributions (as defined below) submitted to HyperPlay for inclusion in any of the products owned or managed by HyperPlay (collectively, the “Platform”). In return for Your acceptance and agreement to the following terms and conditions, HyperPlay will not use Your Contributions in a way that is contrary to this CLA or HyperPlay’s business objectives. The terms and conditions of this CLA constitute a binding legal agreement between You and HyperPlay.
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Definitions.
(a) “Contribution(s)” shall mean any original work of authorship, including any modifications or additions to an existing work (including but not limited to any source code, object code, patch, tool, sample, graphic, specification, manual, documentation, or any other material) that is intentionally submitted by You to HyperPlay, or that You have previously submitted to HyperPlay, for inclusion in, or documentation of, any part of the Platform.
(b) “Submit” or “Submitted” shall mean any form of electronic, verbal, or written communication sent to HyperPlay 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, HyperPlay for the purpose of discussing and improving the Platform, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.” -
Assignment of Copyright. Subject to the terms and conditions of this CLA, You hereby assign, transfer, and convey to HyperPlay, for the full term of copyright and any extensions and renewals thereof, all right, title, and interest in copyright, and all of the rights comprised therein and all remedies afforded by law, throughout the world, in and to Your Contribution, exclusive of any copyrightable material (text of graphic) owned by others, including without limitation the right to register copyright in the Contribution in the name of the HyperPlay and the right to reproduce, publish, republish, prepare all foreign language translations and other derivative works, distribute, sell, license, transfer, transmit, and publicly display copies of, and otherwise use Your Contribution, in whole or in part, alone or in compilations, in all formats and media by any method, device, or process, and through any channels, now known or later conceived or developed; any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; the exclusive right to license or otherwise authorize others to do all of the foregoing, and the right to assign and transfer the rights granted hereunder; and the exclusive right to enforce the rights granted hereunder for past, present or future infringement and the exclusive right to recover damages therefor. To the extent that any right now or in the future existing under copyright is not specifically granted by the terms of this CLA, such right shall be deemed to have been granted hereunder.
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Moral Rights. Subject to the terms of this CLA, You hereby waive any moral rights or any similar right with respect to the Contribution as such rights may presently or in the future exist by legislative enactment or otherwise.
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Recordation and Further Actions. You hereby authorize the Register of Copyrights in the United States Copyright Office to record and register this CLA upon request by HyperPlay. Following the date hereof, You shall take such steps and actions, and provide such cooperation and assistance to HyperPlay and its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be reasonably necessary to effect, evidence, or perfect the assignment of the assigned copyrights to HyperPlay, or any assignee or successor thereto.
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Representations and Warranties: You represent and warrant to HyperPlay that:
(a) You are the sole and exclusive owner of the rights granted herein throughout the world and that no part of the Contribution has in any way been encumbered, conveyed, granted or otherwise disposed of and the same are free of any liens or claims whatsoever and that there are no claims or litigation pending, outstanding, or threatened which might in any way prejudice, interrupt or interfere with HyperPlay’s use of the Contribution;
(b) You are legally entitled to assign Your Contribution to HyperPlay, and if Your employer has or had any rights to intellectual property that You create that is included in any of Your Contributions, then You represent and warrant that: (i) You have received permission to make such Contributions on behalf of that employer; (ii) Your employer has waived its intellectual property rights with respect to any of Your Contributions to HyperPlay; or (iii) that Your employer has executed a separate CLA with HyperPlay;
(c) Each of Your Contributions is Your original creation (see below for works submitted on behalf of others);
(d) To the best of Your knowledge, Your Contributions will not violate any third party’s copyrights, trademarks, patents, or other intellectual property rights;
(e) 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; and
(f) Your Contributions shall be in compliance with U.S. export control laws and other applicable export and import laws. -
Third Party Works. If You wish to submit work that is not Your original creation, then You may submit it to HyperPlay 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: [INSERT NAMED INDIVIDUAL/ENTITY HERE]”.
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Release. You agree to release HyperPlay, and its officers, employees, agents, licensees, successors and assigns, from any and all liability for damages for libel, slander, invasion of privacy, copyright infringement or any other claims arising from or related to the submission or use of Your Contribution.
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Notice. You agree to notify HyperPlay of any facts or circumstances of which You become aware that would make Your representations in this CLA inaccurate in any respect.
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Governing Law & Jurisdiction. This CLA and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this CLA and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Texas. Any choice of law rules will not apply. Exclusive jurisdiction of any and all disputes hereunder will be in the state and federal courts in Fort Worth, Texas.
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General. This CLA is the entire understanding and agreement with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Parties regarding same. If any part of this CLA is found to be unenforceable, the remaining portions of this CLA will remain in full force and effect. No modification of or amendment to this CLA, nor any waiver of any rights under this CLA will be effective unless in writing signed by the Party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right under this CLA or any subsequent breach or default. Nothing in this CLA creates and the Parties do not intend to create, any partnership or joint venture between themselves. Either Party may freely assign this CLA. This CLA shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. This CLA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement. A signed copy of this CLA delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this CLA.
WHEREAS, the Parties have executed this CLA as of the Effective Date below.
By: ________________________________Name: Effective Date: