This Contributor License Agreement ("CLA") is being executed by the person or entity identified as the contributor below ("Contributor" or "You", as further defined below) for the purpose of clarifying the intellectual property rights granted with respect to any Contributions (as defined below) from Contributor to Electronic Cats SAPI de CV ("Electronic Cats").
To accept this Contributor License Agreement (CLA), and only if you agree to the terms and conditions herein, sign in using GitHub. This action will be considered your formal acceptance of the agreement. Please ensure you fully understand the agreement before accepting.
By signing in via GitHub acknowledge and agree that (A) your Contribution is your original work, and that (B) You either (i) have sole ownership of the IP in your Contribution, or (ii) are making submissions on behalf of and with the approval of the Company owning the Github account used to sign in to agree.
By signing in via GitHub, You acknowledge and agree to the following terms and conditions for all current and future Contributions You Submit to Electronic Cats. If you do not wish to be bound by these conditions, do not Submit Contributions to Electronic Cats.
"Contribution" shall mean any original work of authorship, including any modifications, additions to, or derivatives of an existing work, that is Submitted by You to Electronic Cats for inclusion in, or documentation of, any Electronic Cats products or projects (the "Project").
"Submit" or "Submitted" means any act of uploading, communicating, transmitting or otherwise providing to Electronic Cats 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, Electronic Cats for the purpose of discussing and improving the any Electronic Cats products or projects, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
"You" or "Your" shall mean the copyright owner or legal entity authorized by the copyright owner that is entering into this CLA with Electronic Cats. 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 shall be deemed 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 equity or beneficial ownership of such entity. License Grant.
Subject to the terms and conditions of this CLA, You hereby grant to Electronic Cats and to recipients of software distributed by Electronic Cats a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable license, under your copyrights, to copy, modify, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and any such derivative works containing or otherwise based upon Your Contribution. Patent License. Subject to the terms and conditions of this CLA, You hereby grant to Electronic Cats and to recipients of software distributed by Electronic Cats a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, sell, offer to sell, import, and otherwise exploit and transfer the Project, where such license applies only to those patent claims owned, controlled or otherwise licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Project for 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 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 Project shall terminate as of the date such litigation is filed.
You acknowledge and agree that this license protects both You as a Contributor and Electronic Cats as the recipient of Your Contribution; it does not limit or otherwise change your rights to use your own Contributions for any other purpose. Except for the licenses granted herein to Electronic Cats and recipients of software distributed by Electronic Cats, You reserve all right, title, and interest in and to Your Contributions. Representations and Warranties. You represent and warrant to Electronic Cats that You are legally entitled to grant the above licenses. If You are Submitting Contributions on behalf of your employer or another legal entity that has rights to intellectual property that you create or that otherwise includes your Contributions, you represent that (i) you have received permission to make Contributions on behalf of that employer or entity, that employer or entity has waived any rights to your Contributions to Electronic Cats, or that employer or entity has executed a separate Corporate CLA with Electronic Cats; and/or (ii) you have authority to act on behalf of, and to bind that employer or entity. You represent and warrant to Electronic Cats that each of Your Contributions is Your original creation. You agree to notify Electronic Cats of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. You may, but are not required to provide support for Your Contributions. Except as expressly set forth herein and unless required by applicable law or agreed to in writing by You and Electronic Cats, 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 NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
Governing Law; Jurisdiction. This CLA is governed by the laws of Mexico, excluding its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this CLA. Any dispute, controversy or claim arising out of or relating to this CLA, or the breach, termination or validity thereof shall be shall be finally settled by arbitration in accordance with the Mexican Rules of International Arbitration (Mexican Rules). The arbitration tribunal shall consist of one (1), or if either Party so requires, of three (3), arbitrators. The award shall be final and binding and enforceable in any court of competent jurisdiction. The arbitration shall be held in Aguascalientes, Mexico, and the process shall be conducted in the Spanish language. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.