SPRYKER - CONTRIBUTION AGREEMENT FOR PLATFORM CONTRIBUTIONS
Spryker Systems GmbH, Heidestraße 9-10, 10557 Berlin, Germany (“Spryker”), and its affiliates invite you to contribute to Spryker’s Software, including but not limited to with bug fixes, enhancements, additions or features (each a “Platform Contribution”). For the purposes of this Agreement, the “Software” includes any software, which is owned and made available by Spryker. Contributions can consist of source code, documentation and/or other code-related elements.
BY DISPLAYING, PUBLISHING, UPLOADING, PROMOTING OR OTHERWISE PROVIDING A PLATFORM CONTRIBUTION TO SPRYKER (COLLECTIVELY, “SUBMITTING”), YOU AGREE TO THIS CONTRIBUTION AGREEMENT FOR PLATFORM CONTRIBUTIONS (THE “AGREEMENT”).
Spryker grants you the right to use the Software for the purpose of developing and submitting Platform Contributions to the Software and/or Spryker’s documentation subject to your compliance with this Agreement. Under the license granted in this Agreement, you must not (i) use the Software to set up a production live system; (ii) copy any part of the Software except to develop and provide a Platform Contribution or make one copy for back-up purposes; (iii) distribute, disclose, market, rent, lease, or transfer the Software or act as a service bureau with respect to the Software; (iv) export the Software or install it in multiple locations; (v) disclose any confidential information provided by Spryker; (vi) modify or make derivative works of the Software beyond what you will submit to Spryker as Platform Contribution; or (vii) allow others to make or obtain copies of the Software.
You grant Spryker and its affiliates an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, unrestricted license and right to use, including to reproduce and store, disseminate and otherwise exploit, modify, delete from, add to, create derivative works of, publicly perform, publicly display, reproduce, exchange parts of a Platform Contribution or combine them with other 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) such Platform Contribution and any other copyright protected material for any reason and in connection with advertising and promoting our software and/or Spryker’s products in any media formats and through any channels now existing or developed in the future. The granting of these 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 Platform Contribution for any or no reason, including, without limitation. Spryker may or may not mention your name when publishing the Platform Contribution. From time to time, Spryker may remove the Platform Contribution permanently or temporarily, provided that even if Spryker does remove such Platform Contribution, Spryker shall have no obligation to cease its other uses of the Platform Contribution as permitted above. Spryker respects the intellectual property of others, and requires that you do the same. Your Platform Contributions 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 a Platform Contribution or any other material that infringes such rights. If you are submitting a Platform Contribution that includes licensed rights, you will inform Spryker of the name of such third-party licensor, the third-party license as such and any restrictions you are aware of. If you are submitting a Platform Contribution that was developed by you in the course of your work for your employer or as a contractor, vendor or agent for another principal, you are responsible for obtaining permission from your employer or such other principal. You will not include a Platform Contribution containing code governed by a license with copyleft effect. You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owed to any person or entity for any rights in a Platform Contribution submitted by you. YOU REPRESENT AND WARRANT THAT: (I) YOU OWN THE PLATFORM CONTRIBUTION POSTED BY YOU OR OTHERWISE ARE ENTITLED TO GRANT THE LICENSES AND RIGHTS SET FORTH ABOVE, INCLUDING WHERE NECESSARY HAVE OBTAINED YOUR EMPLOYER’S OR OTHER PRINCIPAL’S PERMISSION, AND (II) THE SUBMISSION OF YOUR PLATFORM CONTRIBUTION 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 AND ITS 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 THE YOUR PLATFORM CONTRIBUTION 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 PLATFORM CONTRIBUTION THAT YOU SUBMIT.
This Agreement is governed by the laws of Germany to the exclusion of its conflict of laws provisions 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 the parties concerning the Platform Contributions submitted by you. This Agreement supersedes any prior verbal understanding between the parties on the matter. This Agreement may be amended only in a writing signed by an authorized officer of Spryker.