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Contributor License Agreement

Thank you for your interest in contributing to a Kameas open-source project. This Contributor License Agreement (“CLA”) defines the terms under which you (the “Contributor”) license your contributions to Kameas AI, Inc., a Delaware corporation (“Kameas”), so that Kameas can incorporate your contributions into its open-source projects (the Kenaz Harness, the Kenaz Workbench / Kenaz Sandbox, and any other project Kameas publishes under an OSI-approved open-source license) and into Kameas’s related commercial offerings.

This CLA is modeled on, and is substantially compatible with, the Apache Software Foundation Individual and Corporate Contributor License Agreements. It is intended to protect both you and Kameas: you keep ownership of your contribution and the right to use it elsewhere; Kameas gets a license clear enough to ship the project under Apache 2.0 today and under any future license Kameas chooses (including commercial / proprietary licenses) tomorrow.

How to accept this CLA. The accepted method is to acknowledge the CLA when you open your first pull request to a Kameas open-source repository. Each repository runs a CLA-check bot (e.g., CLA Assistant) that posts a one-time signing link in the pull request. Click the link, sign in with your code-hosting account, confirm your contact details, and accept. Once accepted, the CLA covers all of your future contributions to all Kameas open-source projects unless you withdraw acceptance per §9. If you are contributing on behalf of an employer or any other entity, see Part B (Corporate CLA).

Part A — Individual CLA

This Part A applies if you are contributing in your individual capacity (not on behalf of an employer, contractor, or other organization). If you are contributing on behalf of an entity, complete Part B instead (or in addition).

1. Definitions

2. Grant of copyright license

Subject to the terms and conditions of this CLA, You hereby grant to Kameas and to recipients of software distributed by Kameas 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 under any license terms, including the Apache License, Version 2.0, and including commercial or proprietary licenses. This grant includes the right of Kameas to relicense Your Contribution and any derivative work under terms different from those under which the Project was distributed at the time the Contribution was made.

3. Grant of patent license

Subject to the terms and conditions of this CLA, You hereby grant to Kameas and to recipients of software distributed by Kameas 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 Projects, 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 Project(s) 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 Project(s) 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 those Project(s) shall terminate as of the date such litigation is filed.

4. Your representations and warranties

You represent and warrant that:

  1. You are legally entitled to grant the licenses in §§2 and 3. If your employer(s) have rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make the Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to Kameas, or that your employer has executed a Corporate CLA (Part B) with Kameas.
  2. Each of Your Contributions is Your original creation (see §5 for submissions on behalf of others).
  3. 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.
  4. You will, to the extent of Your awareness, notify Kameas of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

5. Submissions on behalf of others

Should You wish to submit work that is not Your original creation, You may submit it to Kameas 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]”.

6. No support obligation

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.

7. Kameas’s discretion

Kameas is under no obligation to use, include, or distribute Your Contribution. Kameas may, in its sole discretion, decline to include any Contribution in any Project, modify Your Contribution before inclusion, or remove a previously included Contribution at any time.

Part B — Corporate CLA

This Part B applies if You are contributing on behalf of an employer or any other legal entity (the “Corporation”). It must be executed by an individual who has authority to bind the Corporation. The Corporation must identify the individual employees authorized to make Contributions on its behalf (a “Schedule of Authorized Contributors”), which it may amend by written notice to Kameas at legal@kameas.ai.

1. Grants by the Corporation

The Corporation grants to Kameas and to recipients of software distributed by Kameas the same copyright and patent licenses described in Part A §§2 and 3, with respect to Contributions made by employees of the Corporation or by other persons identified on the Schedule of Authorized Contributors. All grants in Part A §§2 and 3 apply to the Corporation as if “You” referred to the Corporation, including the right of Kameas to relicense the Contributions under any license terms (Apache 2.0, commercial, or otherwise).

2. The Corporation’s representations and warranties

The Corporation represents and warrants that:

  1. each of its employees who is identified on the Schedule of Authorized Contributors is authorized to submit Contributions on the Corporation’s behalf;
  2. the Corporation has all rights necessary to grant the licenses in §1 of this Part B with respect to those Contributions;
  3. each Contribution submitted by an authorized employee is the Corporation’s original work or is a derivative work of materials that the Corporation has the right to license; and
  4. the Corporation will promptly notify Kameas if any of the foregoing becomes inaccurate.

3. Patent retaliation

If the Corporation or any of its affiliates institutes patent litigation against any entity alleging that a Contribution made by the Corporation or its employees, or any Project that has received such Contributions, constitutes direct or contributory patent infringement, then any patent licenses granted by the Corporation under this CLA shall terminate as of the date such litigation is filed.

4. Effect on existing employee CLAs

Execution of this Part B by the Corporation does not terminate any Individual CLA (Part A) previously executed by an employee of the Corporation; the two operate cumulatively to provide Kameas with the rights granted by either or both.

Part C — General terms (apply to both Part A and Part B)

8. Trademarks

This CLA does not grant You or the Corporation any rights to use the name, logo, trademarks, service marks, or trade names of Kameas (including KAMEAS™, KAMEAS AI™, KENAZ™, KENAZ HARNESS™, KENAZ WORKBENCH™, KENAZ SANDBOX™, KAMEAS FLEET™, and the Kameas lattice logo), other than as reasonably necessary to describe the origin of the Projects and to identify Your relationship to Kameas. Use of those marks is governed by the Kameas Trademark Policy at kameas.ai/trademarks.

9. Withdrawal

You may withdraw Your acceptance of this CLA at any time by written notice to legal@kameas.ai. Withdrawal terminates this CLA with respect to Contributions submitted after the date of withdrawal. The licenses granted under this CLA with respect to Contributions already submitted survive withdrawal and remain in full force and effect, perpetually and irrevocably.

10. Governing law

This CLA is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11. Entire agreement

This CLA is the entire agreement between You (and, where applicable, the Corporation) and Kameas concerning the licensing of Contributions, and supersedes any prior understandings or agreements on that subject. If any provision of this CLA is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to be valid and enforceable.

12. Contact

Kameas AI, Inc.
Attn: Legal — Open Source
701 E Franklin Street
Suite 105 1597
Richmond, Virginia 23219
United States of America
Email: legal@kameas.ai

This CLA is adapted from the Apache Software Foundation Individual and Corporate Contributor License Agreements (Apache License, Version 2.0). Kameas has modified the text to (a) name Kameas as the licensee, (b) make explicit the right to relicense Contributions under commercial terms, (c) consolidate the Individual and Corporate CLAs onto a single page, and (d) add a withdrawal clause that preserves Kameas’s rights in previously-submitted Contributions.