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Agreement for PRX/PlayerHater

PRX Contribution Agreement

In order for PRX, Inc. (“PRX”) to properly manage and maintain clear ownership of the PlayerHater project (the “Project”), PRX requires all contributors to the Project to transfer ownership of any materials contributed to the Project through any means or medium, including but not limited to source code, patches, samples, graphics, specifications, manuals or documentation (each a “Contribution”) to PRX. This Contribution Agreement (the “Agreement”) constitutes and binding contract between you and PRX. Please read this Agreement carefully before signing. If you do not agree to the terms of this Agreement, we cannot accept any Contributions from you to the Project. The term “you” as used in this agreement refers to the individual designated in the signature block below.

1. Assignment and Grant of Rights to PRX

1.1. You hereby assign and transfer to PRX all right, title, and interest in and to all worldwide copyrights, copyright applications and copyright registrations associated with your Contributions.

1.2. If there are any rights you cannot assign, or if the assignment becomes invalid or unenforceable, you hereby grant to PRX a perpetual, worldwide, non-exclusive, irrevocable, no charge, royalty-free, transferrable right and license in to fully exercise those rights and sublicense those rights through multiple tiers of licensees, including, but not limited to, the right to copy, distribute, publicly display, publicly perform, modify and create derivative works of your Contributions.

1.3. To the extent permitted by applicable law, you agree to waive and not assert any moral rights that may apply your Contributions against PRX or its licensees, successors and assigns.

1.4. You agree that PRX is not obligated to pay and fees or money for PRX to exercise the rights granted by you in this Agreement.

2. Patent License. You grant PRX, and its licensees, successors and assigns, a perpetual, worldwide, non-exclusive, irrevocable, no charge, royalty-free, transferable patent license to make, have made, use, sell, offer to sell, import and otherwise transfer your Contribution, in whole or in part, whether alone or in combination with other software. This patent license applies only to patents that you have the right to license and is granted solely to the extent that the exercise of the rights granted in this Agreement would infringe those patents.

3. License to You. In exchange for your delivery of your Contributions, PRX immediately grants you perpetual, worldwide, non-exclusive, irrevocable, no charge, royalty-free, transferrable license to copy, distribute, publicly display, publicly perform, modify and create derivative works of those Contributions.

4. Representations. You represent that each Contribution you deliver to PRX is an original work of authorship and that you have all rights necessary to grant PRX the rights granted by you under this Agreement. If you have developed any Contribution within the scope of your employment, you represent that you have the authority to grant PRX the rights granted by you under this Agreement on behalf of yourself and your employer. All other warrantees are specifically excluded. Developer Contributions are assigned to PRX without any warranty of usability, merchantability or fitness.

5. No Warranty. You provide your Contributions on an “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR BASIS.

6. Governing Law. This Agreement is governed and construed by the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. You agree to submit to the venue and personal jurisdiction of the federal and state courts of Suffolk County, Massachusetts for any disputes arising out of this Agreement.

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