XLsuite Individual Contributor Licence Agreement

iXLd Media Inc.

Individual Contributor License Agreement ("Agreement") version 1.0 (2008-12-12)

http://xlsuite.com/z/XLsuite_Individual_Contributor_Licence_Agreeme.pdf

The iXLd Contributor License Agreement (CLA) means, in simple terms, that:

If we accept and maintain your contribution, and it is deemed of material value to the project, your benefit is that we relieve you of the burden of maintaining your contribution and will provide you attribution in the GA release notes unless you ask not to be mentioned.

iXLd Media Inc.

728 East Georgia St.

Vancouver, BC, V6A 2A3

Thank you for your interest in participating as a contributor to the XLsuite development project (the "Project"). The Project consists of individual development projects for iXLd products, including but not limited to the XLsuite Framework, all XLsuite related code, and XLsuite tools and API's, which may be made available by iXLd under free and/or commercial licenses and subscriptions.

In order to conclusively and clearly set out the responsibilities and obligations associated with Contributions (as defined below), iXLd Media Inc. ("iXLd"), as owner of the Project, has each Contributor enter into this Contributor License Agreement (the "Agreement") and agree to the terms below.

You and iXLd hereby accept and agree to the following terms and conditions:

1. Contributors and Contributions

1.1 Any individual or legal entity that voluntarily submits to the Project a Contribution is addressed herein as "Contributor" or "You". 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

(a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or

(b) ownership of fifty percent (50%) or more of the outstanding shares, or

(c) beneficial ownership of such entity.

1.2 A "Contribution" is any original work, including any modification or addition to an existing work that has been submitted for inclusion in, or documentation of, any of the products owned or managed by the Project, where such work originates from that particular Contributor.

1.3 A Contribution is "submitted" when any form of electronic, verbal, or written communication or documentation sent to the Project (including but not limited to communication via email to coder@xlsuite.com or to individual developers @iXLd.com & XLsuite.com) that includes a reference of your intent to make a contribution to the Project.

1.4. Any Contribution submitted by You to the Project shall be under the terms and conditions of this Agreement, without any additional terms or conditions. In the event iXLd should request that You execute this Agreement in written form with a personal signature, or execute a form of assignment or other documents necessary to complete a copyright registration filing, You agree to do so promptly and without additional consideration.

2. Contributor Grants.

For the benefit of iXLd:

2.1 You hereby irrevocably assign, transfer, and convey to iXLd all right, title and interest in and to the Contribution. Such assignment includes all copyrights, copyright applications, and copyright registrations, and all other intellectual property or proprietary rights other than patents relating to the Contribution, together with all causes of actions accrued in your favor for infringement thereof, recognized in any jurisdiction, whether or not perfected ("Proprietary Rights"). 

Without limiting the generality of the foregoing, iXLd shall have the right to use or not use the Contribution and to use, sell, register, distribute, license, reproduce, re-use, alter, modify, edit, change, or otherwise commercialize the Contribution as it sees fit, in any manner now known or in the future discovered, and for any purpose. 

To the extent that under any applicable mandatory law, Proprietary Rights cannot be assigned, You irrevocably agree to grant, and You hereby grant, to iXLd an exclusive, perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize 

Proprietary Right to the Contribution in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, You irrevocably agree to grant, and You hereby grant, to iXLd, such rights as iXLd reasonably requests in order to acquire a legal position as close as possible to full and exclusive legal ownership.

2.2 You hereby grant to iXLd and to any and all individuals and entities who obtain, access, use, or distribute any iXLd product a perpetual, non-exclusive, worldwide, fully paid-up, royalty free, irrevocable (except as set forth below with respect to litigation) license to any patent rights to make, have made, use, offer to sell, sell, import, and otherwise exploit or transfer your Contribution or prepare derivative works thereof, where such license applies only to those patent claims licensable by You that are necessarily infringed by your Contribution alone or by combination of your Contribution with other work of the Project. 

The patent license granted in this Section shall immediately terminate with respect to any party that institutes patent litigation against You or iXLd (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Project work to which You have contributed, constitutes direct or contributory patent infringement.

2.3 Upon making the assignment and grants set forth in Section 2.1, You shall receive from iXLd a non-exclusive, worldwide, fully paid-up, royalty-free, irrevocable license to make, have made, use, reproduce, distribute, sub-license, modify and prepare derivative works based on your Contribution.

2.4 In case that under mandatory law, You retain any moral rights or other inalienable rights to Contributions, You agree not to exercise such rights, until You have provided prior written notice to iXLd and then only in accordance with any reasonable instructions that iXLd issues in the interest of protecting its rights and the rights of its users and customers.

2.5 In order to ensure that iXLd will be able to acquire, perfect and use its Proprietary Rights under Section 2.1 and its patent license under Section 2.2, You will: (i) sign any documents to assist iXLd in the documentation, perfection and enforcement of its rights, and (ii) provide iXLd with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing its rights. You also irrevocably authorize iXLd to act and sign on your behalf and take any necessary steps in order to perfect iXLd’s rights under this Agreement.

3. Identification of Contributors

3.1 Upon general availability release of a iXLd product that includes your Contribution, iXLd shall identify You by name in the acknowledgements section of the code notes. iXLd's sole liability and your sole remedy for breach of this Section is for iXLd to correct the attribution in the next release following the date on which the breach was brought to iXLd's attention. Any Contributor who does not want to be identified as a Contributor must notify iXLd of that by means of an email to coder@xlsuite.com.

3.2 Upon confirmation of iXLd's acceptance of your first Contribution, You may identify yourself as a iXLd Contributor by means of a logo provided by iXLd, and at that time shall be granted a non-exclusive, non-transferable and fully revocable license to use and display the "XLsuite Contributor" logo. Any use of the "XLsuite Contributor" logo must be in accordance with iXLd's then-current trademark and logo usage guidelines, available at http://www.iXLd.com/trademark. You acknowledge and agree that iXLd owns the "XLsuite Contributor" logo and that any and all goodwill arising from your use of the "XLsuite Contributor" logo hereunder inures solely to the benefit of iXLd. iXLd reserves the right to terminate any Contributor's right to identification as a iXLd Contributor and the use of any "XLsuite Contributor" logo upon notice.

4. Contributor Representations.

With acknowledgement and agreement that iXLd and Users of its products will invest significant resources in product development, application development, marketing, and other cost-intensive undertakings in reliance upon your representations in this Agreement, You represent and warrant that:

4.1 You are legally entitled to grant the above assignment and license.

4.2 If your employer(s) has rights to intellectual property that You create that includes your Contributions, You have received permission to make Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to the Project, or that your employer has executed a separate CLA with iXLd.

4.3 Each of your Contributions is your original creation. You represent that any Contribution submission(s) You make shall include full disclosure and complete details of any third-party license or other restriction (including, but not limited to, related copyright, patents and trademarks) which are associated with any part of your Contribution.

4.4 To the best of your knowledge, no government license or permission is required for the export, import, transfer or use of the Contribution.

4.5 No claim or dispute has been alleged, threatened, made or filed in connection with the ownership, use or distribution of your Contribution.

4.6 Entering into this Agreement and submitting a Contribution does not violate, breach or constitute a default under any other agreement to which You or your employer is a party, does not require any consent, approval or waiver from or notice to any third party, and does not violate any law or regulation.

5. Contributor's Ongoing Obligation.

You agree to notify the Project promptly of any facts or circumstances of which You become aware that would make the representations and warranties in Section 4 inaccurate or untrue in any respect.

6. Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4, NEITHER YOU NOR iXLd MAKE ANY WARRANTIES OF ANY KIND TO THE OTHER PARTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF A CONTRIBUTION'S MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Support for Contributions.

You are not expected or obligated to provide technical support for your Contributions, except to the extent You desire to provide such support. You may provide technical support for free, for a fee, or not at all. If You decide to provide technical support for a fee, iXLd shall have no obligation to pay any such fee unless the terms of such support (including applicable fees) are set forth in a separate written agreement signed by an authorized representative of iXLd.

8. Acceptance and Compensation.

8.1 The Project is under no obligation to accept any Contribution or include any Contribution in any Project software or documentation.

8.2 If iXLd accepts and maintains your contribution, and it is deemed of material value to the Project, your benefit is that iXLd relieves you of the burden of maintaining your contribution and will provide you attribution in the GA release notes unless you ask not to be mentioned. By default there is no financial compensation for a contribution.

8.3 Do not submit a Contribution if the compensation set forth in this Agreement is not acceptable to you. Instead contact iXLd at coder@xlsuite.com with a complete description of the contribution you are prepared to make and a summary of the business terms on which the contribution could be made. From time to time iXLd will make extraordinary compensation available for a Contribution that provides extraordinary benefit to the Project.

8.4 For a conclusive determination of whether your Contribution gives rise to a right to such consideration You may contact the Project at: coder@xlsuite.com.

YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION YOU ELECT TO RECEIVE PURSUANT TO THIS SECTION 8 IS THE SOLE AND EXCLUSIVE COMPENSATION YOU WILL EVER RECEIVE IN CONNECTION WITH YOUR CONTRIBUTION AND YOUR OBLIGATIONS AND RESPONSIBILITIES UNDER THIS AGREEMENT.

9. Future Claims. 

At no time hereafter shall You dispute, contest, or aid or assist others in disputing or contesting, either directly or indirectly, iXLd's exclusive right, title, and interest in any and all Contributions, including (but not limited to) any and all copyright and other intellectual property rights therein claimed by iXLd.

10. Miscellaneous.

This Agreement contains the entire agreement between the parties, and supersedes all prior or contemporaneous agreements or understanding, whether written or oral, relating to its subject matter. 

The terms of this Agreement are binding contractual obligations and not mere guidelines or recitals. The "License Summary" made available in conjunction with this Agreement is provided for informational purposes only, and in the event of a conflict between the License Summary and the terms of this Agreement, the terms of this Agreement shall prevail.

This Agreement may be terminated by either party upon written notice to the other party, provided that the terms of this Agreement shall remain in full force and effect with respect to any Contribution submitted prior to the termination date of this Agreement.

This Agreement may be amended or modified only in a writing executed by both parties. If any provision of this Agreement shall be deemed invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected and such provision shall be deemed modified only to the extent necessary to make such provision consistent with applicable law. 

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada (without regard to its principles of conflicts of law). 

You agree that the terms and conditions of this Agreement are reasonable and necessary for protection of iXLd's interest in the Project and the assigned Contributions, and that irreparable injury will result to iXLd if You breach any term or condition herein. You agree that iXLd may take any necessary action to compel specific performance or enjoin any violation of this

Agreement before any court of competent jurisdiction. iXLd, as used herein, shall mean iXLd Media Inc., as well as its successors and assigns.

Full name (please print): ____________________________________

Please sign: _____________________________________________

Date: __________________________________________________