# spaCy contributor agreement

This spaCy Contributor Agreement (**"SCA"**) is based on the
[Oracle Contributor Agreement](http://www.oracle.com/technetwork/oca-405177.pdf).
The SCA applies to any contribution that you make to any product or project
managed by us (the **"project"**), and sets out the intellectual property rights
you grant to us in the contributed materials. The term **"us"** shall mean
[ExplosionAI GmbH](https://explosion.ai/legal). The term
**"you"** shall mean the person or entity identified below.

If you agree to be bound by these terms, fill in the information requested
below and include the filled-in version with your first pull request, under the
folder [`.github/contributors/`](/.github/contributors/). The name of the file
should be your GitHub username, with the extension `.md`. For example, the user
example_user would create the file `.github/contributors/example_user.md`.

Read this agreement carefully before signing. These terms and conditions
constitute a binding legal agreement.

## Contributor Agreement

1.  The term "contribution" or "contributed materials" means any source code,
    object code, patch, tool, sample, graphic, specification, manual,
    documentation, or any other material posted or submitted by you to the project.

2.  With respect to any worldwide copyrights, or copyright applications and
    registrations, in your contribution:

        * you hereby assign to us joint ownership, and to the extent that such
        assignment is or becomes invalid, ineffective or unenforceable, you hereby
        grant to us a perpetual, irrevocable, non-exclusive, worldwide, no-charge,
        royalty-free, unrestricted license to exercise all rights under those
        copyrights. This includes, at our option, the right to sublicense these same
        rights to third parties through multiple levels of sublicensees or other
        licensing arrangements;

        * you agree that each of us can do all things in relation to your
        contribution as if each of us were the sole owners, and if one of us makes
        a derivative work of your contribution, the one who makes the derivative
        work (or has it made will be the sole owner of that derivative work;

        * you agree that you will not assert any moral rights in your contribution
        against us, our licensees or transferees;

        * you agree that we may register a copyright in your contribution and
        exercise all ownership rights associated with it; and

        * you agree that neither of us has any duty to consult with, obtain the
        consent of, pay or render an accounting to the other for any use or
        distribution of your contribution.

3.  With respect to any patents you own, or that you can license without payment
    to any third party, you hereby grant to us a perpetual, irrevocable,
    non-exclusive, worldwide, no-charge, royalty-free license to:

        * make, have made, use, sell, offer to sell, import, and otherwise transfer
        your contribution in whole or in part, alone or in combination with or
        included in any product, work or materials arising out of the project to
        which your contribution was submitted, and

        * at our option, to sublicense these same rights to third parties through
        multiple levels of sublicensees or other licensing arrangements.

4.  Except as set out above, you keep all right, title, and interest in your
    contribution. The rights that you grant to us under these terms are effective
    on the date you first submitted a contribution to us, even if your submission
    took place before the date you sign these terms.

5.  You covenant, represent, warrant and agree that:

    - Each contribution that you submit is and shall be an original work of
      authorship and you can legally grant the rights set out in this SCA;

    - to the best of your knowledge, each contribution will not violate any
      third party's copyrights, trademarks, patents, or other intellectual
      property rights; and

    - each contribution shall be in compliance with U.S. export control laws and
      other applicable export and import laws. You agree to notify us if you
      become aware of any circumstance which would make any of the foregoing
      representations inaccurate in any respect. We may publicly disclose your
      participation in the project, including the fact that you have signed the SCA.

6.  This SCA is governed by the laws of the State of California and applicable
    U.S. Federal law. Any choice of law rules will not apply.

7.  Please place an “x” on one of the applicable statement below. Please do NOT
    mark both statements:

        * [ ] I am signing on behalf of myself as an individual and no other person
        or entity, including my employer, has or will have rights with respect to my
        contributions.

        * [x] I am signing on behalf of my employer or a legal entity and I have the
        actual authority to contractually bind that entity.

## Contributor Details

| Field                         | Entry                       |
| ----------------------------- | --------------------------- |
| Name                          | Daniel Hoadley              |
| Company name (if applicable)  | ICLR&D                      |
| Title or role (if applicable) | Head of Research            |
| Date                          | 9 Aug 2019                  |
| GitHub username               | ICLRandD                    |
| Website (optional)            | https://research.iclr.co.uk |
