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| -CODE CONTRIBUTION LICENSE AGREEMENT |
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| -BY DISPLAYING, PUBLISHING, UPLOADING OR PROMOTING (COLLECTIVELY, “POSTING”) SOURCE CODE (“SOURCE CODE”) |
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| -TO SPRYKER SYSTEMS GMBH, REGISTERED WITH THE COMMERCIAL REGISTER OF THE LOWER COURT OF HAMBURG UNDER |
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| -HRB 134310 (“WE”, “US” OR ”SPRYKER”), YOU AGREE TO THIS CODE CONTRIBUTION LICENSE AGREEMENT (THE “AGREEMENT”). |
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| -You grant us and our affiliates an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, unrestricted |
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| -license and right to use, reproduce and store, disseminate and otherwise exploit, modify, delete from, add to, |
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| -create derivative works of, publicly perform, publicly display, reproduce, exchange parts of Source Code or combine them with |
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| -other Source Code, use in data networks and distribute with or without consideration and without limitations as to the |
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| -number of items via all distribution channels (and to sublicense the foregoing rights through multiple tiers of licensees) |
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| -of such Source Code and any other copyright protected material for any reason and in connection with advertising and |
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| -promoting our software and/or our products in any media formats and through any channels now existing or developed in |
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| -the future. The transfer and assignment of rights covers any usage and exploitation rights for any unknown types of use |
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| -as well as with regard to any known types of use the right to unrestrictedly make publicly available and publish, |
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| -irrespective of the medium including any editions and versions and grant simple or exclusive usage, exploitation or |
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| -adaptation rights to third parties. |
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| -Spryker may reject, refuse to post or delete any Source Code for any or no reason, including, without limitation. |
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| -From time to time, we may remove the Source Code permanently or temporarily, provided that even if we do remove such |
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| -Source Code, we shall have no obligation to cease our other uses of the Source Code as permitted above. |
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| -You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or |
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| -entity by reason of any Source Code posted by you. |
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| -Spryker respects the intellectual property of others, and requires that you do the same. Your postings and the Source Code |
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| -must not infringe any copyright, patent, trademark, trade secret or other proprietary rights or other rights of any person |
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| -or entity and you may not upload, embed, post, email, transmit or otherwise make available Source Code, software or any other |
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| -material that that infringes such rights. |
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| - |
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| -YOU GUARANTEE THAT: (I) YOU OWN THE SOURCE CODE POSTED BY YOU OR OTHERWISE HAVE THE RIGHT TO GRANT THE LICENSES AND RIGHTS |
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| -SET FORTH ABOVE, AND (II) THE POSTING OF YOUR SOURCE CODE DOES NOT VIOLATE THE PRIVACY RIGHTS, PUBLICITY RIGHTS, CONTRACT RIGHTS, |
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| -INTELLECTUAL PROPERTY OR ANY OTHER RIGHTS OF ANY PERSON OR ENTITY OR ANY APPLICABLE LAW. |
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| -YOU AGREE TO INDEMNIFY AND HOLD SPRYKER, ITS SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS |
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| -AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE |
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| -ATTORNEYS’ FEES, DUE OR RELATING TO OR ARISING OUT OF THE USE OF YOUR SOURCE CODE IN VIOLATION OF THIS AGREEMENT AND/OR |
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| -ARISING FROM A BREACH OF ANY TERMS OF THIS AGREEMENT AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN |
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| -THIS AGREEMENT AND/OR ARISING OUT OF OR RELATING TO ANY SOURCE CODE THAT YOU POST. |
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| -This Agreement shall be governed by the laws of Germany to the exclusion of IPR (International Law) and the United Nations Convention |
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| -on Contracts for the International Sale of Goods (CISG). The parties consent to the jurisdiction of the courts in Berlin (Germany). |
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| - |
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| -This Agreement constitutes the entire agreement between you and us concerning Spryker’s use of the Source Code. This Agreement |
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| -supersedes any prior verbal understanding between the parties. This Agreement may be amended only in a writing signed by an authorized officer of Spryker. |
| 1 | +SPRYKER - CONTRIBUTION AGREEMENT FOR PLATFORM CONTRIBUTIONS |
| 2 | + |
| 3 | +Spryker Systems GmbH, Heidestraße 9-10, 10557 Berlin, Germany (“Spryker”), and its affiliates invite you to contribute |
| 4 | +to Spryker’s Software, including but not limited to with bug fixes, enhancements, additions or features |
| 5 | +(each a “Platform Contribution”). For the purposes of this Agreement, the “Software” includes any software, |
| 6 | +which is owned and made available by Spryker. Contributions can consist of source code, documentation and/or other |
| 7 | +code-related elements. |
| 8 | + |
| 9 | +BY DISPLAYING, PUBLISHING, UPLOADING, PROMOTING OR OTHERWISE PROVIDING A PLATFORM CONTRIBUTION TO SPRYKER |
| 10 | +(COLLECTIVELY, “SUBMITTING”), YOU AGREE TO THIS CONTRIBUTION AGREEMENT FOR PLATFORM CONTRIBUTIONS (THE “AGREEMENT”). |
| 11 | + |
| 12 | +Spryker grants you the right to use the Software for the purpose of developing and submitting Platform Contributions |
| 13 | +to the Software and/or Spryker’s documentation subject to your compliance with this Agreement. |
| 14 | +Under the license granted in this Agreement, you must not (i) use the Software to set up a production live system; |
| 15 | +(ii) copy any part of the Software except to develop and provide a Platform Contribution or make one copy for back-up |
| 16 | +purposes; (iii) distribute, disclose, market, rent, lease, or transfer the Software or act as a service bureau with |
| 17 | +respect to the Software; (iv) export the Software or install it in multiple locations; (v) disclose any confidential |
| 18 | +information provided by Spryker; (vi) modify or make derivative works of the Software beyond what you will submit to |
| 19 | +Spryker as Platform Contribution; or (vii) allow others to make or obtain copies of the Software. |
| 20 | + |
| 21 | +You grant Spryker and its affiliates an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, |
| 22 | +unrestricted license and right to use, including to reproduce and store, disseminate and otherwise exploit, modify, |
| 23 | +delete from, add to, create derivative works of, publicly perform, publicly display, reproduce, exchange parts |
| 24 | +of a Platform Contribution or combine them with other code, use in data networks and distribute with or without |
| 25 | +consideration and without limitations as to the number of items via all distribution channels (and to sublicense |
| 26 | +the foregoing rights through multiple tiers of licensees) such Platform Contribution and any other copyright |
| 27 | +protected material for any reason and in connection with advertising and promoting our software and/or Spryker’s |
| 28 | +products in any media formats and through any channels now existing or developed in the future. |
| 29 | +The granting of these rights covers any usage and exploitation rights for any unknown types of use as well as |
| 30 | +with regard to any known types of use the right to unrestrictedly make publicly available and publish, |
| 31 | +irrespective of the medium including any editions and versions and grant simple or exclusive usage, |
| 32 | +exploitation or adaptation rights to third parties. |
| 33 | + |
| 34 | +Spryker may reject, refuse to post or delete any Platform Contribution for any or no reason, including, |
| 35 | +without limitation. Spryker may or may not mention your name when publishing the Platform Contribution. |
| 36 | +From time to time, Spryker may remove the Platform Contribution permanently or temporarily, provided that even |
| 37 | +if Spryker does remove such Platform Contribution, Spryker shall have no obligation to cease its other uses of |
| 38 | +the Platform Contribution as permitted above. |
| 39 | +Spryker respects the intellectual property of others, and requires that you do the same. Your Platform Contributions |
| 40 | +must not infringe any copyright, patent, trademark, trade secret or other proprietary rights or other rights of any |
| 41 | +person or entity and you may not upload, embed, post, email, transmit or otherwise make available a Platform Contribution |
| 42 | +or any other material that infringes such rights. |
| 43 | +If you are submitting a Platform Contribution that includes licensed rights, you will inform Spryker of the name of |
| 44 | +such third-party licensor, the third-party license as such and any restrictions you are aware of. |
| 45 | +If you are submitting a Platform Contribution that was developed by you in the course of your work for your employer |
| 46 | +or as a contractor, vendor or agent for another principal, you are responsible for obtaining permission from your |
| 47 | +employer or such other principal. |
| 48 | +You will not include a Platform Contribution containing code governed by a license with copyleft effect. You agree |
| 49 | +to be fully responsible for and to pay any and all royalties, fees, and any other monies owed to any person or |
| 50 | +entity for any rights in a Platform Contribution submitted by you. |
| 51 | +YOU REPRESENT AND WARRANT THAT: (I) YOU OWN THE PLATFORM CONTRIBUTION POSTED BY YOU OR OTHERWISE ARE ENTITLED TO |
| 52 | +GRANT THE LICENSES AND RIGHTS SET FORTH ABOVE, INCLUDING WHERE NECESSARY HAVE OBTAINED YOUR EMPLOYER’S OR OTHER |
| 53 | +PRINCIPAL’S PERMISSION, AND (II) THE SUBMISSION OF YOUR PLATFORM CONTRIBUTION DOES NOT VIOLATE THE PRIVACY RIGHTS, |
| 54 | +PUBLICITY RIGHTS, CONTRACT RIGHTS, INTELLECTUAL PROPERTY OR ANY OTHER RIGHTS OF ANY PERSON OR ENTITY OR ANY |
| 55 | +APPLICABLE LAW. |
| 56 | + |
| 57 | +YOU AGREE TO INDEMNIFY AND HOLD SPRYKER AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, |
| 58 | +HARMLESS FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, |
| 59 | +DUE OR RELATING TO OR ARISING OUT OF THE USE OF THE YOUR PLATFORM CONTRIBUTION IN VIOLATION OF THIS AGREEMENT AND/OR |
| 60 | +ARISING FROM A BREACH OF ANY TERMS OF THIS AGREEMENT AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET |
| 61 | +FORTH IN THIS AGREEMENT AND/OR ARISING OUT OF OR RELATING TO ANY PLATFORM CONTRIBUTION THAT YOU SUBMIT. |
| 62 | + |
| 63 | +This Agreement is governed by the laws of Germany to the exclusion of its conflict of laws provisions and |
| 64 | +the United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties consent to the |
| 65 | +jurisdiction of the courts in Berlin (Germany). |
| 66 | + |
| 67 | +This Agreement constitutes the entire agreement between the parties concerning the Platform Contributions submitted |
| 68 | +by you. This Agreement supersedes any prior verbal understanding between the parties on the matter. This Agreement |
| 69 | +may be amended only in a writing signed by an authorized officer of Spryker. |
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