SYNACOR CONTRIBUTOR AGREEMENT

Thank you for your interest in contributing to software projects managed by Synacor, Inc. (“Synacor”). This contributor agreement (“Agreement”) documents the rights granted by contributors to Synacor. This is a legally binding document, so please read it carefully before agreeing to it. The Agreement may cover more than one software project managed by Synacor.

1 DEFINITIONS

1.1 “You” means the copyright owner or person or legal entity authorized by the copyright owner that is entering into this Agreement with Synacor.

1.2 An “Affiliate” of a party means a legal entity that controls, is controlled by, or is under common control with such party. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such party, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or securities which vote to elect the management or other persons who direct such party.

1.3 “Contribution” means any work of authorship, including any modifications or additions to an existing work, that is intentionally Submitted by You to Synacor for inclusion in, or documentation of, any products owned or managed by Synacor.

1.4 “Copyright” means all rights protecting works of authorship owned or controlled by You or Your Affiliates, including copyright, moral and neighboring rights, as appropriate, for the full term of their existence including any extensions by You.

1.5 “Material” means the work of authorship which is made available by Synacor to third parties. When this Agreement covers more than one software project, the Material means the work of authorship to which the Contribution was Submitted. After You Submit the Contribution, it may be included in the Material.

1.6 “Submit” means any form of electronic, verbal, or written communication sent to Synacor or our representatives, including but not limited to electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Synacor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution.”

2 GRANT OF RIGHTS

2.1 Copyright

• With respect to any worldwide copyrights, copyright applications and registrations in Your Contribution, You irrevocably assign to us joint copyright ownership. If by law, some or all of the rights provided above cannot be assigned to us, You provide to us an irrevocable, perpetual, non- exclusive, royalty-free, unlimited, worldwide, and unconditional license to use and otherwise exploit, commercialize or transfer interest in the Contribution in any manner, including the ability to reproduce, prepare derivative works of, publicly display, publicly perform, license and sublicense through multiple levels of sublicensees the Contribution and any such derivative works.
• You agree that: (a) each party can do all things in relation to Your Contribution as if each were the sole owner of it. If either party makes a derivative work (or has it made) based on the Contribution, the party that makes the derivative work will be the sole owner of that derivative work; (b) You will not assert any moral rights You may have in the Contribution against Synacor, its licensees or transferees; (c) we may register a copyright in the Contribution and exercise all ownership rights associated with it; and, (d) neither party has a duty to consult with, obtain consent of, or pay or render accounting to the other for any use or distribution of the Contribution.
• Synacor agrees that if Synacor distributes Your Contribution commercially, it will also make Your Contribution concurrently available (either by itself or in conjunction with other Material distributed by Synacor) for download from Synacor pursuant to an open source license approved by the Open Source Initiative and listed at https://opensource.org/licenses/alphabetical.

2.2 Patent License. For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Synacor a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). 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 Agreement for that Contribution or Material shall terminate as of the date such litigation is filed.

2.3 Moral Rights. If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Synacor or our successors in interest, or any of our licensees, either direct or indirect.

2.4 Our Rights. You acknowledge that Synacor is not obligated to use Your Contribution as part of the Material and may decide to include any Contribution Synacor considers appropriate.

2.5 Reservation of Rights. Any rights not expressly licensed under this section are expressly reserved by You.

3 REPRESENTATIONS AND WARRANTIES

3.1 You represent and warrant that:

• Your Contribution is an original work and You have the legal authority to enter into this Agreement and grant the rights under Section 2.
• The grant of rights under Section 2 does not violate any grant of rights which You or Your Affiliates have made to third parties.
• To the best of your knowledge, Your Contribution will not violate any third party’s copyrights,
  trademarks, patents, or other intellectual property rights.

4 DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED “AS IS.” MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

5 MISCELLANEOUS

5.1 You agree to notify Synacor of any facts or circumstances of which You become aware that would make Your statements herein inaccurate.

5.2 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware excluding its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Erie County, New York. BOTH PARTIES WAVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods (“UN Convention”) and the parties intend to avoid the application of the UN Convention to this Agreement and, thus, exclude the application of the UN Convention in its entirety to this Agreement.

5.3 This Agreement sets out the entire agreement between You and Synacor for Your Contributions to Synacor and overrides all other agreements or understandings.

5.4 The failure of either party to require performance by the other party of any provision of this Agreement in one situation shall not affect the right of a party to require such performance at any time in the future. A waiver of performance under a provision in one situation shall not be considered a waiver of the performance of the provision in the future or a waiver of the provision in its entirety.

5.5 If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.