Bouncer Individual and Entity Contributor License Agreement Thank you for your interest in contributing to software projects managed by Bouncer Technologies, Inc. (“We”, “Us” or “Our”). This Contributor License Agreement (“Agreement”) documents the rights granted by contributors to Us. This Agreement is for your protection as a contributor as well as for our protection; it does not change your rights to use your own Contributions for any other purpose. To make this document effective, please read the Agreement carefully and then (i) sign it and send it to Us by email (PDF) at license@getbouncer.com or (ii) submit it to us electronically, in either case by following the instructions at [insert hyperlink]. By signing this Agreement (including by clicking “I agree” and submitting it to us electronically), You are creating a legally binding contract. If You are less than eighteen years old, please have Your parents or guardian sign the Agreement. This Agreement covers all future Contributions from You, and may cover more than one software project managed by Us. 1. Definitions -------------- “Affiliates” means other Legal Entities that control, are controlled by, or under common control with that Legal Entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such Legal Entity, whether by contract or otherwise, (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect the management or other persons who direct such Legal Entity or (iii) beneficial ownership of such entity. “Contribution” means any work of authorship that is Submitted by You to Us in which You own or assert ownership of the Copyright. By Submitting any Contribution, you represent that You own the Copyright in the entire work of authorship, or that you otherwise are legally entitled to Submit the Contribution and to grant the licenses in this Agreement. “Copyright” means all rights protecting works of authorship owned or controlled by You or your Affiliates (as may be applicable), including copyright, moral and related (or neighboring) rights, as appropriate, for the full term of their existence, including any extensions by You. “Effective Date” means the date You execute this Agreement or the date You first Submit a Contribution to Us, whichever is earlier. “Legal Entity” means an entity which is not a natural person. “Material” means the work of authorship which is made available by Us to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material. “Media” means any portion of a Contribution which is not software. “Submit” means any form of electronic, verbal, or written communication sent to Us or our representatives at a destination (including websites) that we own or control or that is otherwise registered to us, including but not limited to electronic mailing lists, source code control systems, instant messages or similar communications, and issue tracking systems that are managed by, or on behalf of, Us for the purpose of discussing and improving the Material, but excluding any communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.” “Submission Date” means the date on which You Submit a Contribution to Us. “You” (entity). If You are an individual acting on your own behalf, then “You” means the individual who Submits a Contribution to Us. “You” (individual). If You are Submitting any Contribution on behalf of any entity, then “You” means the Legal Entity on behalf of whom you Submit a Contribution to Us. 2. Grant of Rights ------------------ 2.1 Copyright License (a) Except for the license granted to Us in this Agreement, You reserve all right, title, and interest in and to Your Contributions. That means that you can keep doing whatever you want with your Contribution, and you can license it to anyone you want under any terms you want. (b) To the maximum extent permitted by the relevant law, You grant to Us a perpetual, worldwide, non-exclusive, transferable, no charge and royalty-free, irrevocable license under the Copyright covering the Contribution, with the right to sublicense such rights through multiple tiers of sublicensees, to reproduce, modify, display, perform, sublicense and distribute the Contribution as part of the Material; provided that this license is subject to Section 2.3. 2.2 Patent License For patent claims including, without limitation, method, process, and apparatus claims which You (or your Affiliates, as may be applicable) own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, no charge and royalty- free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution (and the Contribution in combination with the Material, and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and is subject to Section 2.3. If any person institutes patent litigation against Contributor or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Contributions, or the Project to which the Contributions were submitted, constitutes direct or contributory patent infringement, then any patent licenses granted under this Agreement for that Contribution to the person or entity instituting the litigation, or the Project to which the Contributions were submitted, shall terminate as of the date such litigation is filed. 2.3 Outbound License Based on the grant of rights in Sections 2.1 (meaning, no matter what, you can keep licensing your Contribution to others however you want) and 2.2, if We include Your Contribution in any Material, and if We determine that it is appropriate for the purpose of commercializing any Material or any project under Our control, we may license the Contribution under any license, including copyleft, permissive, commercial, or proprietary licenses. 2.4 Moral Rights. We agree to comply with applicable laws regarding your Contribution, including copyright laws and law related to moral rights. If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Us or our successors in interest, or any of our licensees, either direct or indirect. 2.5 Our Rights. You acknowledge that We are not obligated to use Your Contribution as part of any Material, and that we and may decide to include any Contribution We consider appropriate. 2.6 Reservation of Rights. Any rights in Your Contribution not expressly licensed under this Agreement are expressly reserved by You. 3. Agreement. ------------- You confirm that: (a) You have the legal authority to enter into this Agreement. 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, and that your employer has waived such rights for your Contributions to Us. (b) You (or your Affiliates, as may be applicable) own or otherwise have the legal right to license the Copyright and patent claims covering the Contribution which are required to grant the rights under Section 2. (c) The grant of rights under Section 2 does not violate any grant of rights which You (or your Affiliates, as may be applicable) have made to third parties, including Your employer. (d) You represent that each of Your Contributions is Your original work. 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. (e) You agree to notify Us of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect. 4. Disclaimer ------------- EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED "AS IS". YOU EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW. 5. Consequential Damage Waiver ------------------------------ TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 6. Miscellaneous ---------------- 6.1 This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law provisions. The sole venue for all disputes relating to this Agreement shall be in Alameda County, California. The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. 6.2 This Agreement may be amended only by a written document signed by the party against whom enforcement is sought. 6.3 The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety. 6.4 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 which 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. This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement. By signing below, Contributor accepts and agrees to the preceding terms and conditions for Contributor’s present and future Contributions submitted to Us. ________________________________________ Signature ________________________________________ Contributor Name ________________________________________ Legal Entity Name (if applicable) ________________________________________ Contributor Address ________________________________________ Title ________________________________________ Contributor Address ________________________________________ Email ________________________________________ Telephone ________________________________________ Date