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Contributor License Agreement

Version 1.0 — June 8th 2023

In order to clarify the intellectual property license granted with Contributions from any person, tldraw, Inc. (“tldraw”) must have a Contributor License Agreement 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 tldraw; it does not change your rights to use Your own contributions for any other purpose.

You accept and agree to the following terms and conditions for Your Contributions (present and future) that you submit to tldraw. Except for the license granted herein to tldraw, You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions.

"You" (or "Your") means the individual identified above.

"Contribution" means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to tldraw for inclusion in, or documentation of, any of the products owned or managed by tldraw (each, a "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to tldraw 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, tldraw for the purpose of discussing and improving the Works, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

  1. Grant of Copyright License. You hereby grant to tldraw a perpetual, worldwide, non-exclusive, sublicensable (through multiple tiers), no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute, and otherwise exploit Your Contributions and such derivative works.

  2. Grant of Patent License. You hereby grant to tldraw a perpetual, worldwide, non-exclusive, sublicensable (through multiple tiers), no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer and exploit the Works, 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 Works to which such Contribution(s) was submitted.

  3. 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 in writing any rights it may have in Your Contributions to tldraw, or that your employer has executed a separate Corporate CLA with tldraw.

  4. You represent that each of Your Contributions is Your original creation and does not incorporate any material created by others. You represent that Your Contribution submissions include complete details of any patents or copyrights which are associated with any part of Your Contributions.

  5. 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.

  6. You agree to notify tldraw of any facts or circumstances of which you become aware (now or in the future) that would make Your representations in this Agreement inaccurate in any respect.

  7. You acknowledge that tldraw owns all right, title, and interest in and to the Works. Notwithstanding the foregoing, tldraw’s subsidiary, tldraw GB limited (the “Subsidiary”), is the beneficial owner of the Works, and tldraw will sublicense its rights in your Contributions under this Agreement to the Subsidiary in furtherance of the Subsidiary’s status as beneficial owner of the Works.

  8. This Agreement is governed by the laws of Delaware, and the parties consent to exclusive jurisdiction in the courts sitting in Delaware. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens.

  9. Entire Agreement/Assignment. This Agreement is the entire agreement between the parties, and supersedes any and all prior agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement may be assigned by tldraw without Your prior consent.

Questions or concerns? Email [email protected].