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| 1 | +CODE CONTRIBUTION LICENSE AGREEMENT |
| 2 | + |
| 3 | +BY DISPLAYING, PUBLISHING, UPLOADING OR PROMOTING (COLLECTIVELY, “POSTING”) SOURCE CODE (“SOURCE CODE”) |
| 4 | +TO SPRYKER SYSTEMS GMBH, REGISTERED WITH THE COMMERCIAL REGISTER OF THE LOWER COURT OF HAMBURG UNDER |
| 5 | +HRB 134310 (“WE”, “US” OR ”SPRYKER”), YOU AGREE TO THIS CODE CONTRIBUTION LICENSE AGREEMENT (THE “AGREEMENT”). |
| 6 | + |
| 7 | +You grant us and our affiliates an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, unrestricted |
| 8 | +license and right to use, reproduce and store, disseminate and otherwise exploit, modify, delete from, add to, |
| 9 | +create derivative works of, publicly perform, publicly display, reproduce, exchange parts of Source Code or combine them with |
| 10 | +other Source Code, use in data networks and distribute with or without consideration and without limitations as to the |
| 11 | +number of items via all distribution channels (and to sublicense the foregoing rights through multiple tiers of licensees) |
| 12 | +of such Source Code and any other copyright protected material for any reason and in connection with advertising and |
| 13 | +promoting our software and/or our products in any media formats and through any channels now existing or developed in |
| 14 | +the future. The transfer and assignment of rights covers any usage and exploitation rights for any unknown types of use |
| 15 | +as well as with regard to any known types of use the right to unrestrictedly make publicly available and publish, |
| 16 | +irrespective of the medium including any editions and versions and grant simple or exclusive usage, exploitation or |
| 17 | +adaptation rights to third parties. |
| 18 | + |
| 19 | +Spryker may reject, refuse to post or delete any Source Code for any or no reason, including, without limitation. |
| 20 | + |
| 21 | +From time to time, we may remove the Source Code permanently or temporarily, provided that even if we do remove such |
| 22 | +Source Code, we shall have no obligation to cease our other uses of the Source Code as permitted above. |
| 23 | + |
| 24 | +You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or |
| 25 | +entity by reason of any Source Code posted by you. |
| 26 | + |
| 27 | +Spryker respects the intellectual property of others, and requires that you do the same. Your postings and the Source Code |
| 28 | +must not infringe any copyright, patent, trademark, trade secret or other proprietary rights or other rights of any person |
| 29 | +or entity and you may not upload, embed, post, email, transmit or otherwise make available Source Code, software or any other |
| 30 | +material that that infringes such rights. |
| 31 | + |
| 32 | +YOU GUARANTEE THAT: (I) YOU OWN THE SOURCE CODE POSTED BY YOU OR OTHERWISE HAVE THE RIGHT TO GRANT THE LICENSES AND RIGHTS |
| 33 | +SET FORTH ABOVE, AND (II) THE POSTING OF YOUR SOURCE CODE DOES NOT VIOLATE THE PRIVACY RIGHTS, PUBLICITY RIGHTS, CONTRACT RIGHTS, |
| 34 | +INTELLECTUAL PROPERTY OR ANY OTHER RIGHTS OF ANY PERSON OR ENTITY OR ANY APPLICABLE LAW. |
| 35 | + |
| 36 | +YOU AGREE TO INDEMNIFY AND HOLD SPRYKER, ITS SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS |
| 37 | +AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE |
| 38 | +ATTORNEYS’ FEES, DUE OR RELATING TO OR ARISING OUT OF THE USE OF YOUR SOURCE CODE IN VIOLATION OF THIS AGREEMENT AND/OR |
| 39 | +ARISING FROM A BREACH OF ANY TERMS OF THIS AGREEMENT AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN |
| 40 | +THIS AGREEMENT AND/OR ARISING OUT OF OR RELATING TO ANY SOURCE CODE THAT YOU POST. |
| 41 | + |
| 42 | +This Agreement shall be governed by the laws of Germany to the exclusion of IPR (International Law) and the United Nations Convention |
| 43 | +on Contracts for the International Sale of Goods (CISG). The parties consent to the jurisdiction of the courts in Berlin (Germany). |
| 44 | + |
| 45 | +This Agreement constitutes the entire agreement between you and us concerning Spryker’s use of the Source Code. This Agreement |
| 46 | +supersedes any prior verbal understanding between the parties. This Agreement may be amended only in a writing signed by an authorized officer of Spryker. |
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