This xAI Contributor License Agreement ("Agreement") between X.AI LLC and You conveys certain license rights to xAI and its affiliates ("xAI") for Your contribution to xAI open source projects, and is effective as of the date You contribute Your code after accessing the xAI open source project.
You accept and agree to the following terms and conditions for Your Contributions (present and future) that You submit to xAI. Except for the license granted herein to xAI and recipients of software distributed by xAI, You reserve all right, title, and interest in and to Your Contributions.
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"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with xAI. 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.
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"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to xAI for inclusion in, or documentation of, any of the products owned or managed by xAI (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to xAI 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, xAI 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."
Subject to the terms and conditions of this Agreement, You hereby grant to xAI and to recipients of software distributed by xAI 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.
Subject to the terms and conditions of this Agreement, You hereby grant to xAI and to recipients of software distributed by xAI 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 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.
You represent that You are legally entitled to grant the above license. 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 xAI, or that Your employer has executed a separate CLA with xAI.
You represent that each of Your Contributions is Your original creation (see section 7 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.
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 or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS.
Should You wish to submit work that is not Your original creation, You may submit it to xAI 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]".
You agree to notify xAI of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.
This Agreement and all claims or disputes between You and xAI shall be governed by the laws of Texas without regard to conflict of law principles, and shall be brought exclusively in the state and federal courts in Tarrant County, Texas, and You hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
This Agreement is the entire agreement between You and xAI, and supersedes any and all prior agreements, understandings, or communications, written or oral, between You and xAI relating to the subject matter herein. This Agreement may be assigned by xAI.