INDEX NO. 511464/2019
`FILED: KINGS COUNTY CLERK 09/06/2019 12:23 PM
`8/20/2019
`Google Software Grant and Corporate Contributor License Agreement - Google CLA
`NYSCEF DOC. NO. 32
`RECEIVED NYSCEF: 09/06/2019
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`Google Software Grant and Corporate Contributor
`License Agreement
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`In order to clarify the intellectual property license granted with Contributions from any person or entity, Google LLC
`("Google") must have a Contributor License Agreement (CLA) on file that has been signed by each Contributor,
`indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the
`protection of Google and its users; it does not change your rights to use your own Contributions for any other
`purpose.
`
`This version of the Agreement allows an entity (the "Corporation") to submit Contributions to Google, to authorize
`Contributions submitted by its designated employees to Google, and to grant copyright and patent licenses thereto.
`
`You accept and agree to the following terms and conditions for Your present and future Contributions submitted to
`Google. Except for the license granted herein to Google and recipients of software distributed by Google, You reserve
`all right, title, and interest in and to Your Contributions.
`
`1. Definitions.
`
`"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is
`making this Agreement with Google. 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 are considered 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 shares, or (iii) beneficial ownership of such entity.
`
`"Contribution" shall mean the code, documentation or any original work of authorship, including any
`modifications or additions to an existing work, that is intentionally submitted by You to Google for inclusion in,
`or documentation of, any of the products owned or managed by Google (the "Work"). For the purposes of this
`definition, "submitted" means any form of electronic, verbal, or written communication sent to Google 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, Google for the purpose of
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`INDEX NO. 511464/2019
`FILED: KINGS COUNTY CLERK 09/06/2019 12:23 PM
`8/20/2019
`Google Software Grant and Corporate Contributor License Agreement - Google CLA
`NYSCEF DOC. NO. 32
`RECEIVED NYSCEF: 09/06/2019
`discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise
`designated in writing by You as "Not a Contribution."
`
`2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to Google
`and to recipients of software distributed by Google 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.
`
`3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to Google
`and to recipients of software distributed by Google 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 Work, 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 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
`Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent
`licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the
`date such litigation is filed.
`
`4. You represent that You are legally entitled to grant the above license. You represent further that each
`employee of the Corporation designated by You is authorized to submit Contributions on behalf of the
`Corporation.
`
`5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on
`behalf of others).
`
`6. 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. Should You wish to submit work that is not Your original creation, You may submit it to Google 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]".
`
`8. It is your responsibility to notify Google when any change is required to the list of designated employees
`authorized to submit Contributions on behalf of the Corporation, or to the Corporation's Point of Contact with
`Google.
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