CODE CONTRIBUTION LICENSE AGREEMENT
BY DISPLAYING, PUBLISHING, UPLOADING OR PROMOTING (COLLECTIVELY, “POSTING”) SOURCE CODE (“SOURCE CODE”) TO SPRYKER SYSTEMS GMBH, REGISTERED WITH THE COMMERCIAL REGISTER OF THE LOWER COURT OF HAMBURG UNDER HRB 134310 (“WE”, “US” OR ”SPRYKER”), YOU AGREE TO THIS CODE CONTRIBUTION LICENSE AGREEMENT (THE “AGREEMENT”).
You grant us and our affiliates an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, unrestricted license and right to use, reproduce and store, disseminate and otherwise exploit, modify, delete from, add to, create derivative works of, publicly perform, publicly display, reproduce, exchange parts of Source Code or combine them with other Source Code, use in data networks and distribute with or without consideration and without limitations as to the number of items via all distribution channels (and to sublicense the foregoing rights through multiple tiers of licensees) of such Source Code and any other copyright protected material for any reason and in connection with advertising and promoting our software and/or our products in any media formats and through any channels now existing or developed in the future. The transfer and assignment of rights covers any usage and exploitation rights for any unknown types of use as well as with regard to any known types of use the right to unrestrictedly make publicly available and publish, irrespective of the medium including any editions and versions and grant simple or exclusive usage, exploitation or adaptation rights to third parties.
Spryker may reject, refuse to post or delete any Source Code for any or no reason, including, without limitation.
From time to time, we may remove the Source Code permanently or temporarily, provided that even if we do remove such Source Code, we shall have no obligation to cease our other uses of the Source Code as permitted above.
You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or entity by reason of any Source Code posted by you.
Spryker respects the intellectual property of others, and requires that you do the same. Your postings and the Source Code must not infringe any copyright, patent, trademark, trade secret or other proprietary rights or other rights of any person or entity and you may not upload, embed, post, email, transmit or otherwise make available Source Code, software or any other material that that infringes such rights.
YOU GUARANTEE THAT: (I) YOU OWN THE SOURCE CODE POSTED BY YOU OR OTHERWISE HAVE THE RIGHT TO GRANT THE LICENSES AND RIGHTS SET FORTH ABOVE, AND (II) THE POSTING OF YOUR SOURCE CODE DOES NOT VIOLATE THE PRIVACY RIGHTS, PUBLICITY RIGHTS, CONTRACT RIGHTS, INTELLECTUAL PROPERTY OR ANY OTHER RIGHTS OF ANY PERSON OR ENTITY OR ANY APPLICABLE LAW.
YOU AGREE TO INDEMNIFY AND HOLD SPRYKER, ITS SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, DUE OR RELATING TO OR ARISING OUT OF THE USE OF YOUR SOURCE CODE IN VIOLATION OF THIS AGREEMENT AND/OR ARISING FROM A BREACH OF ANY TERMS OF THIS AGREEMENT AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND/OR ARISING OUT OF OR RELATING TO ANY SOURCE CODE THAT YOU POST.
This Agreement shall be governed by the laws of Germany to the exclusion of IPR (International Law) and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties consent to the jurisdiction of the courts in Berlin (Germany).
This Agreement constitutes the entire agreement between you and us concerning Spryker’s use of the Source Code. This Agreement supersedes any prior verbal understanding between the parties. This Agreement may be amended only in a writing signed by an authorized officer of Spryker.