As part of submitting your Contribution to Quest Software Inc. and its affiliates doing business under the Quest and/or One Identity umbrellas (“Quest”), You accept and agree to the following terms and conditions (the “CLA”) for Your present and future Contributions. Except for the license granted herein to Quest for Quest’s and/or its licensees’ use and access to your Contribution, You reserve all right, title, and interest in and to Your Contributions.

  1. Definitions.

    “You” (or “Your”) shall mean the copyright owner or legal entity authorized by the copyright owner that is accepting this CLA.

    “Contribution” shall mean any work of authorship embodying ideas, consisting of an expression of ideas, or other information, content, or materials memorialized in written or electronic format, that is submitted by You to Quest to be included in or document one or more past, current, or potential Quest product(s) (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Quest or its representatives, including but not limited to communication on development and/or repository platforms, electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Quest for the purpose of discussing and/or improving the Work.

  2. You grant to Quest and its designees and licensees a perpetual, irrevocable, non-exclusive, worldwide, fully-paid up and royalty-free license to use, sell, modify, reproduce, and distribute Contribution without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to You or any third party. The license shall include, without limitation, the irrevocable right to import, market and advertise, transfer, prepare derivative works, combine with the Work or other works, alter, translate, distribute copies, host, display, perform, license the Contribution, and all rights therein, in the name of Quest or its designees and licensee throughout the universe in perpetuity in any and all media now or hereafter known.

  3. You agree that Your Contribution is either Your original creation and/or Your acceptance of the terms of the CLA and act of granting the license(s) described herein do not violate the rights of any third party or applicable law or ordinance. 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 or that Your employer has waived such rights for your Contributions to Quest.

  4. To the extent that Your Contribution is not Your original creation but You are permitted to grant the license(s) herein based on licenses from all the third parties with rights to the non-original portions of Your Contribution, You represent that Your Contribution submission includes complete details of each and every 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. To clarify, do not submit a Contribution that includes any third party creation for which You do not have the necessary rights to (for example, the right to grant the above license to Quest and its designees and licensees).

  5. You acknowledge and agree that Quest and its designees may create on their own or obtain many submissions that may be similar or identical to Your Contribution. You hereby waive any and all claims You may have had, may have now, and/or may have in the future, that the any documentation, information, or materials, reviewed and/or used by Quest and its designees and licensees may be similar to Your Contribution.

  6. You agree that if any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this CLA for that Contribution shall terminate as of the date such litigation is filed.

  7. You represent that you are not:

    a. physically located in any country subject to a United States trade embargo,

    b . a national or resident of any country subject to a United States trade embargo,

    c. a person or entity prohibited by the Export Controls from accessing the Work, or

    d. a person or entity that is engaged in activities related to the design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles or chemical or biological weapons.

    “Export Controls” means the export control laws, rules, regulations, restrictions and national security controls, including executive orders, of the United States.

  8. You agree to notify Quest of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

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