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Tencent-Contributor-License-Agreement.md

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Tencent Contributor License Agreement

In order to clarify the intellectual property license granted with Contributions from any individual or entity, THL A29 Limited (including its Affiliates, collectively "Tencent" ) must have a Contributor License Agreement ("CLA") on file that has been signed by each Contributor (as defined below), indicating agreement to the license terms below. This license is for Your protection as a Contributor as well as the protection of Tencent and its users; it does not change Your rights to use Your own Contributions for any other purpose.

This CLA allows either an individual or an entity (the "Corporation") to Submit Contributions to Tencent, to authorize Contributions Submitted by its employees or agents to Tencent (in the case of a Corporation), and to grant copyright and patent licenses thereto. If You have not already done so, please complete and sign, then scan and email a PDF file of this CLA to [email protected]. Please read this CLA carefully before signing and keep a copy for Your records.

Name of Individual or Corporation:

Telephone:

E-Mail:

GitHub Account:

By providing Your information above ("Information"), Submitting any Contribution, or executing this CLA, You acknowledge and agree that Your Information will be collected, used, or shared by Tencent for Tencent Open Source Projects and record purposes. Please note that the collection, use or sharing of Your Information will be governed by Tencent’s Privacy Policy (https://privacy.qq.com/), which may be revised or updated by Tencent from time to time. You accept and agree to the following terms and conditions for Your present and future Contributions Submitted to Tencent. Except for the license granted herein to Tencent and recipients of Software or Work distributed by or on behalf of Tencent, You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions.

    • (a) "Affiliate" shall mean an entity that Controls, is Controlled by, or is under common Control with You or Tencent, respectively (but only as long as such Control exists).
    • (b) "Contribution" shall mean the Software, code, documentation or other original work of authorship, including any modifications or additions to an existing work, that is intentionally Submitted by You to Tencent for inclusion in, or documentation of, any of the products, services, projects or Software created, developed, owned or managed by Tencent (the "Work"), but excluding any Software, code, documentation, work of authorship or communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
    • (c) "Contributor" shall mean an individual or Corporation who Submits a Contribution.
    • (d) "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of an entity in respect of which the determination is being made, or of its assets, whether by way of ownership of more than 50% of its voting or equity securities or assets, contract, management agreement, voting trust, or otherwise.
    • (e) "Submit" shall mean any form of electronic, verbal, or written communication sent to Tencent or its representatives or agents, 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, Tencent for the purpose of discussing and improving the Work.
    • (f) "Software" shall mean any computer codes (including source code and object code), programs, algorithms, flow charts, documentation, designs, databases, related materials, associated intellectual properties, and information pertaining thereto.
    • (g) "You" (or "Your") shall mean you as an individual (if you are signing this CLA on your own behalf) or the Corporation (if the person signing this CLA is acting on behalf of the Corporation) that is making this CLA with Tencent. For the avoidance of doubt, the Corporation making a Contribution and all of its Affiliates are considered to be a single Contributor and this CLA shall apply to Contributions Submitted by the Corporation or any of its Affiliates.

  2. Grant of Copyright License. Subject to the terms and conditions of this CLA, You hereby grant to Tencent and to recipients of Software or Work distributed by or on behalf of Tencent a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicenseable, transferable, and irrevocable copyright license to use, reproduce, prepare derivative works of, publicly display, publicly perform, transmit, and distribute Your Contributions and such derivative works.

  3. Grant of Patent License. Subject to the terms and conditions of this CLA, You hereby grant to Tencent and to recipients of Software or Work distributed by or on behalf of Tencent a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicenseable, transferable, and irrevocable (subject to termination as stated in the last sentence of this Section 3) patent license to make, have made, use, offer to sell, sell, import, practice the method of, and otherwise transfer or exploit the Work or Your Contribution(s), 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 person or entity institutes patent litigation or a dispute against You or any other person or 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 indirect patent infringement, then any patent licenses granted to that person or entity under this CLA for that Contribution or Work shall terminate as of the date such litigation or dispute is filed.

  4. You represent that You have sufficient rights and are legally entitled to grant the above licenses with respect to each Contribution. If this CLA is being made on behalf of the Corporation, the individual signing this CLA represents that he or she is authorized to do so on behalf of the Corporation to enter into this CLA, and the Corporation represents further that each employee, representative or agent of the Corporation designated by it is authorized to Submit Contributions on behalf of the Corporation. If You are Submitting the Contribution as an individual, and if Your present or past employer(s) or other entities for whom you have performed work has rights to intellectual property that You create that includes Your Contributions, You represent that You have received permission to Submit Contributions on behalf of that employer or such other entity, that Your employer or such other entity has waived such rights for Your Contributions to Tencent, or that Your employer or such other entity has executed a separate CLA with Tencent.

  5. You represent that each of Your Contributions is Your original creation (see Section 8 for submissions that are not Your original creation).

  6. Based on the grant of the rights in Sections 2 and 3, You acknowledge and agree that Tencent may license Your Contributions under any license, including but not limited to copyleft, permissive, commercial, or proprietary license. For the avoidance of doubt, You acknowledge and agree that Tencent may change or modify the license applied to Your Contributions or the Work from time to time.

  7. 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 laws, rules or regulations or agreed to in writing or under this CLA, 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.

  8. Should You wish to Submit work or Software that is not Your original creation, You may Submit it to Tencent 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 and Software as "Submitted on behalf of a third-party: [named here]".

  9. You agree to notify Tencent of any facts or circumstances of which You become aware that would make any of the representations made in this CLA inaccurate in any respect.

  10. This CLA and any action related thereto will be governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to this CLA will be a court of competent jurisdiction in the Hong Kong Special Administrative Region of the People’s Republic of China, and both parties consent to the exclusive jurisdiction of such court with respect to any such actions. If this CLA is modified or updated by Tencent, Tencent will, at its sole discretion, notify You of such modifications or updates on Tencent’s GitHub portal or will notify You via Your email address or via Your GitHub Account (if applicable). If You (i) continue to Submit any Contribution to Tencent after such notice, or (ii) do not reject the modifications or updates and send Your rejection to Tencent within five (5) business days after Tencent notifies You of the modifications or updates to this CLA, then You will be deemed to have accepted the modified or updated terms to this CLA.

Signature:

Date: