Stellar Development Foundation Individual Contributor License Agreement for Kelp
Thank you for your interest in contributing to the software repository of Stellar Development Foundation (“SDF”). In order to clarify the intellectual property license granted with Contributions from any person or entity, SDF 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 SDF and its users; it does not change your rights to use your own Contributions for any other purpose.

Please read this document carefully before signing and keep a copy for your records.
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Agreement
In order to clarify the intellectual property license granted with Contributions from any person or entity, Stellar Development Foundation ("SDF") 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 SDF; it does not change your rights to use your own Contributions for any other purpose.
This CLA applies to all Contributions made by You and submitted by You to SDF. You accept and agree to the following terms and conditions for Your present and future Contributions submitted to SDF. Except for the license granted herein to SDF and recipients of software distributed by SDF, You reserve all right, title, and interest in and to Your Contributions.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. "You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with SDF. 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) the ownership of fifty percent (50%) or more of the outstanding shares, or (iii) the beneficial ownership of such entity. "Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to SDF for inclusion in, or documentation of, any of the products owned or managed by SDF (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to SDF 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, SDF for the purpose of 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 SDF and to recipients of software distributed by SDF 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 SDF and to recipients of software distributed by SDF 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. License to Pre-Existing Work. “Pre-Existing Work” means any inventions or developments, including but not limited to any works, information, drawings, designs, programs, hardware, software, code, products, and other materials, made by You prior to the effective date of this CLA. To the extent Your Pre-Existing Work is embodied in the Contributions and Work, You hereby grant to SDF: (i) 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 such Pre-Existing Work; and (ii) a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Pre-Existing Work, subject to the terms of the above Section 3.

5. You represent that you are legally entitled to grant the above licenses. 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, that your employer has waived such rights for your Contributions to SDF, or that your employer has executed a separate Corporate CLA with SDF.

6. You shall execute any documents in connection with the above licenses that SDF may reasonably request. If You are a legal entity, You shall enter into agreements with Your personnel or any other party as necessary to establish SDF’s licenses to the Contributions and all rights embodied therein. Upon SDF’s request, You shall provide SDF with copies of such agreements with Your personnel and such third parties.

7. You represent that each of Your Contributions is Your original creation (see section 9 for submissions on behalf of others). 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.

8. 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, expressly stated in this Agreement, 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.

9. Should You wish to submit work that is not Your original creation, You may submit it to SDF 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]".

10. You represent that none of Your Contributions were, are, and will be created or submitted with the purpose or design of promoting, enabling, or facilitating any activity or business that is illegal, unlawful, or otherwise restricted by any applicable law, regulation, orders, judgment, rule, or other legal or regulatory requirements. This includes, without limitation, any knowingly malicious and harmful code and any code meant to facilitate market manipulation activities. SDF does not have any obligation to monitor compliance with respect to any restrictions or guidelines imposed by any applicable law, regulation, orders, judgments, and other legal and regulatory restrictions.

11. You agree to notify SDF of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
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